Common use of Certain Rights of the Loan Agent Clause in Contracts

Certain Rights of the Loan Agent. Except as otherwise provided in Section 16.10: (a) the Loan Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order, as the case may be; (c) whenever in the administration of this Indenture and Credit Agreement the Loan Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Loan Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) as a condition to the taking or omitting of any action by it hereunder, the Loan Agent may consult with counsel (including with respect to any matters, other than factual matters, in connection with the execution by the Loan Agent of a supplemental indenture and credit agreement pursuant to Section 8.3) selected in good faith and with reasonable care and shall be deemed to have acted in good faith and shall not be subject to any liability if it acts in reliance thereon, in good faith and in accordance with the advice or opinion issued by such counsel in connection therewith; (e) the Loan Agent shall not be under any obligation to exercise or to honor any of the rights or powers vested in it by this Indenture and Credit Agreement at the request or direction of Class A Lender pursuant to this Indenture and Credit Agreement, or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of the Class A Lender unless the Class A Lender shall have offered to the Loan Agent indemnity acceptable to it against the costs, expenses and liabilities which might reasonably be incurred by them in compliance with such request or direction; (f) the Loan Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper documents and shall be entitled to rely conclusively thereon; (g) the Loan Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and upon any such appointment of an agent or attorney and shall not be responsible for any misconduct or negligence on the part of any attorney or agent appointed by it with reasonable care, provided that the Loan Agent will provide notice of any such appointment to the Debtholders, such agent or attorney shall be conferred with all the same rights, indemnities, and immunities as the Loan Agent; (h) the Loan Agent shall not be liable for any action it takes or omits to take in good faith that it reasonably and prudently believes to be authorized or within its rights or powers hereunder; (i) the Loan Agent shall not be responsible for the accuracy of the books or records of, or for any acts or omissions of any Transfer Agent, any Calculation Agent (other than the Loan Agent itself acting in that capacity) or any Paying Agent (other than the Loan Agent itself acting in that capacity); (j) the Loan Agent shall not be liable for the actions or omissions of the Class A Lender, the Issuer, the Servicer, the Trustee, or the Note Administrator; and without limiting the foregoing, The Loan Agent shall not be under any obligation to verify compliance by any party hereto with the terms of this Indenture and Credit Agreement (other than itself) to verify or independently determine the accuracy of information received by it from the Servicer (or from any selling institution, agent bank, trustee or similar source) with respect to the Mortgage Assets; (k) to the extent any defined term hereunder, or any calculation required to be made or determined by the Loan Agent hereunder, is dependent upon or defined by reference to GAAP, the Loan Agent shall be entitled to request and receive (and rely upon) instruction from the Issuer or the accountants appointed pursuant to Section 16.11(g) as to the application of GAAP in such connection, in any instance; (l) the Loan Agent shall not have any responsibility to the Issuer or the Secured Parties hereunder to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of Independent accountants by the Issuer; (m) in determining any affiliations of the Class A Lender with any party hereto or otherwise, the Loan Agent shall be entitled to request and conclusively rely on a certification provided by the Class A Lender; (n) in no event shall the Loan Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Loan Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; (o) the Loan Agent shall not be required to give any bond or surety in respect of the execution of the trusts created hereby or the powers granted hereunder; (p) in no event shall the Loan Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture and Credit Agreement, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, any act or provision of any present or future governmental authority, labor disputes, disease, epidemic, pandemic, quarantine, national emergency, loss or malfunction of utilities or computer software or hardware, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility and other causes beyond the Loan Agent’s control, as applicable, whether or not of the same Class or kind as specifically named above; (q) except as otherwise expressly set forth in this Indenture and Credit Agreement, Wxxxx Fargo Bank, National Association, acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (i) Wxxxx Fargo Bank, National Association acting in any other capacity hereunder or in a capacity that is unrelated to the transactions contemplated by this Indenture and Credit Agreement, where some or all of the obligations performed in such capacities are performed by one or more employees within the same Corporate Trust Office of Wxxxx Fargo Bank, National Association or where the Corporate Trust Office responsible for performing the obligations in such capacities have one or more of the same Bank Officers; and (r) nothing herein shall require the Loan Agent to act in any manner that is contrary to applicable law.

Certain Rights of the Loan Agent. (a) Each of the rights, protections, benefits, immunities and indemnities afforded to the Collateral Trustee under the Indenture shall also apply to the Loan Agent under this Agreement, mutatis mutandis; provided that such rights, protections, benefits, immunities and indemnities shall be in addition to any rights, protection, benefits, immunities and indemnities provided herein or in any other document to which the Loan Agent is a party. (b) Except as otherwise provided in Section 16.106.1: (ai) the Loan Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; (bii) any request or direction of the Issuer Borrower mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer a Borrower Order, as the case may be; (ciii) whenever in the administration of this Agreement or the Indenture and Credit Agreement the Loan Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunderhereunder or thereunder, the Loan Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificatecertificate or Borrower Order; (div) as a condition to the taking or omitting of any action by it hereunder, the Loan Agent may consult with counsel (including with respect to and the advice of such counsel or any matters, other than factual matters, in connection with the execution by the Loan Agent Opinion of a supplemental indenture and credit agreement pursuant to Section 8.3) selected in good faith and with reasonable care and Counsel shall be deemed to have acted full and complete authorization and protection in good faith and shall not be subject to respect of any liability if action taken or omitted by it acts in reliance thereon, hereunder in good faith and in accordance with the advice or opinion issued by such counsel in connection therewithreliance thereon; (ev) the Loan Agent shall not be under any no obligation to exercise or to honor any of the rights or powers vested in it by this Indenture and Credit Agreement at the request or direction of Class A Lender pursuant to this Indenture and Credit Agreement, or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order request or direction of any Lender pursuant to this Agreement and the Class A Lender Indenture, unless the Class A such Lender shall have offered provided to the Loan Agent security or indemnity acceptable reasonably satisfactory to it the Loan Agent against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities which might reasonably be incurred by them it in compliance with such request or direction; (fvi) the Loan Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper documents or document, but the Loan Agent, upon the written direction of a Majority of the Lenders or of a Rating Agency, shall make such further inquiry or investigation into such facts or matters as shall be directed; provided, however, that if the payment within a reasonable time to the Loan Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Loan Agent, not assured to the Loan Agent by the security afforded to it by the terms of this Agreement, the Loan Agent may require indemnity reasonably satisfactory to the Loan Agent against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such inquiry or investigation shall be paid by the Borrower. The Loan Agent shall be entitled, on reasonable prior notice to the Borrower and the Collateral Manager, to examine the books and records relating to the Secured Loans and the Assets, personally or by agent or attorney, during the Borrower’s or the Collateral Manager’s normal business hours; provided that the Loan Agent shall, and shall cause its agents to, hold in confidence all such information, except (i) to the extent disclosure may be entitled required by law by any governmental authority and (ii) to rely conclusively thereonthe extent that the Loan Agent, in its sole discretion, may determine that such disclosure is consistent with its obligations hereunder and under the Indenture; provided, further, that the Loan Agent may disclose on a confidential basis any such information to its agents, attorneys and auditors in connection with the performance of its obligations hereunder; (gvii) the Loan Agent may execute any of the trusts rights, privileges or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and upon any such appointment of an agent or attorney and attorneys; provided that the Loan Agent shall not be responsible for any misconduct or negligence on the part of any attorney or agent appointed by it with reasonable care, provided that the Loan Agent will provide notice of any such appointment to the Debtholders, such agent or attorney shall be conferred appointed with all the same rights, indemnities, and immunities as the Loan Agent;due care by it hereunder. (hviii) the Loan Agent shall not be liable for any action it takes takes, suffers or omits to take in good faith that it reasonably and prudently believes to be authorized or within its rights or powers or within its discretion hereunder, other than acts or omissions constituting bad faith, willful misconduct or gross negligence of the Loan Agent’s duties hereunder; (iix) the permissive rights of the Loan Agent to perform any discretionary act enumerated in this Agreement shall not be treated as a duty and the Loan Agent shall not be answerable for other than its gross negligence, bad faith or willful misconduct; (x) the Loan Agent shall not be responsible or liable for the actions or omissions of, or any inaccuracies in the records of, any non-Affiliated custodian, transfer agent, paying agent or calculation agent (other than itself in such capacities), clearing agency, loan syndication, administrative or similar agent, DTC, Euroclear or Clearstream, or for the acts or omissions of the Collateral Manager or any Borrower, or any other Person (including compliance with Rule 17g-5 promulgated under the Exchange Act); (xi) the Loan Agent shall not be required to give any bond or surety in respect of the execution of this Agreement or the powers granted hereunder; (xii) in the event that the Bank is also acting in the capacity of Collateral Trustee or Calculation Agent hereunder, the rights, protections, immunities and indemnities afforded to the Loan Agent pursuant to this Article VI shall also be afforded to the Bank acting in such capacities; (xiii) the Loan Agent shall not be responsible for the accuracy delays or failures in performance resulting from acts beyond its control (such acts include but are not limited to acts of the books God, strikes, lockouts, riots, acts of war and interruptions, losses or records ofmalfunctions of utilities, computer (hardware or for any acts or omissions of any Transfer Agent, any Calculation Agent (other than the Loan Agent itself acting in that capacitysoftware) or any Paying Agent (other than the Loan Agent itself acting in that capacitycommunications services); (j) the Loan Agent shall not be liable for the actions or omissions of the Class A Lender, the Issuer, the Servicer, the Trustee, or the Note Administrator; and without limiting the foregoing, The Loan Agent shall not be under any obligation to verify compliance by any party hereto with the terms of this Indenture and Credit Agreement (other than itself) to verify or independently determine the accuracy of information received by it from the Servicer (or from any selling institution, agent bank, trustee or similar source) with respect to the Mortgage Assets; (kxiv) to the extent any defined term hereunder, or any calculation required to be made or determined by the Loan Agent hereunder, is dependent upon or defined by reference to GAAP, the Loan Agent shall be entitled to request and receive (and rely upon) instruction from the Issuer Borrower or the accountants appointed pursuant identified in an Accountants’ Report (and in the absence of its receipt of timely instruction therefrom, shall be entitled to Section 16.11(gobtain from an Independent accountant at the expense of the Issuer) as to the application of GAAP in such connection, in any instance; (lxv) the Loan Agent or its Affiliates are permitted to provide services and to receive additional compensation that could be deemed to be in the Loan Agent’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Xxxxxxxx Investments; if otherwise qualified, obligations of the Bank or any of its Affiliates shall not have any responsibility to the Issuer or the Secured Parties hereunder to make any inquiry or investigation qualify as to, and shall have no obligation in respect of, the terms of any engagement of Independent accountants by the Issuer;Eligible Investments hereunder; and (m) in determining any affiliations of the Class A Lender with any party hereto or otherwise, the Loan Agent shall be entitled to request and conclusively rely on a certification provided by the Class A Lender; (n) in no event shall the Loan Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Loan Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; (oxvi) the Loan Agent shall not be required to give any bond responsible for the preparation, filing, continuation or surety in respect correctness of the execution of the trusts created hereby financing statements or the powers granted hereunder;validity or perfection of any Lien or security interest. (pc) in no event shall the Loan Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture and Credit Agreement, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, any act or provision of any present or future governmental authority, labor disputes, disease, epidemic, pandemic, quarantine, national emergency, loss or malfunction of utilities or computer software or hardware, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility and other causes beyond the Loan Agent’s control, as applicable, whether or not of the same Class or kind as specifically named above; (q) except as otherwise expressly set forth in this Indenture and Credit Agreement, Wxxxx Fargo Bank, National Association, acting in any particular capacity hereunder will shall not be deemed to be imputed with have notice or knowledge of (i) Wxxxx Fargo Bank, National Association acting in any other capacity hereunder or in matter unless a capacity that is unrelated to the transactions contemplated by this Indenture and Credit Agreement, where some or all Trust Officer of the obligations performed in such capacities are performed Loan Agent responsible for the administration of this Agreement has actual knowledge thereof or unless written notice thereof is received by one or more employees within the same Loan Agent at the Corporate Trust Office of Wxxxx Fargo Bank, National Association or where the Corporate Trust Office responsible for performing the obligations in such capacities have one or more of the same Bank Officers; and (r) nothing herein shall require the Loan Agent to act in any manner that is contrary to applicable lawand such notice references the Secured Loans, the Lenders, the Borrower or this Agreement.

Certain Rights of the Loan Agent. Except as otherwise provided in Section 16.10: (a) the The Loan Agent may rely conclusively and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper paper, electronic communication or document (including the Payment Date Report) reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. Any electronically signed document delivered via electronic mail or other transmission method from a person purporting to be an Authorized Officer shall be considered signed or executed by such Authorized Officer on behalf of the applicable Person. The Loan Agent shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto; (b) any request or direction of the Issuer Borrower mentioned herein shall may be sufficiently evidenced by an Issuer Request or Issuer a Borrower Order, as the case may be; (c) whenever in the administration of this Indenture and Credit Agreement Agreement, the Loan Agent shall (i) deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Loan Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officer’s CertificateCertificate or Borrower Order or (ii) be required to determine the value of any Collateral or funds hereunder or the cash flows projected to be received therefrom, the Loan Agent may, in the absence of bad faith on its part, rely on reports of nationally recognized accountants, investment bankers or other Persons qualified to provide the information required to make such determination, including nationally recognized dealers in securities of the type being valued and securities quotation services; (d) as a condition to the taking or omitting of any action by it hereunder, the Loan Agent may consult with counsel (including with respect to and the advice of such counsel or any matters, other than factual matters, in connection with the execution by the Loan Agent Opinion of a supplemental indenture and credit agreement pursuant to Section 8.3) selected in good faith and with reasonable care and Counsel shall be deemed to have acted full and complete authorization and protection in good faith and shall not be subject to respect of any liability if action taken or omitted by it acts in reliance thereon, hereunder in good faith and in accordance with the advice or opinion issued by such counsel in connection therewithreliance thereon; (e) the Loan Agent shall not be under any no obligation to exercise or to honor any of the rights or powers vested in it by this Indenture and Credit Agreement at the request or direction of Class A Lender pursuant to this Indenture and Credit Agreement, or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order request or direction of the Class A Lender any Lenders pursuant to this Agreement, unless the Class A Lender such Lenders shall have offered to the Loan Agent security or indemnity acceptable reasonably satisfactory to it the Loan Agent against the costs, expenses (including reasonable attorney’s fees and expenses) and liabilities which might reasonably be incurred by them it in compliance with such request or direction; (f) the Loan Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note note, electronic communication or other paper documents documents, but the Loan Agent, in its discretion, may and, upon the written direction of a Majority of the Lenders, shall make such further inquiry or investigation into such facts or matters as it may see fit or as it shall be directed, and the Loan Agent shall be entitled to rely conclusively thereonreceive copies of the books and records of the Asset Manager relating to the Secured Loans, the Collateral, and on reasonable prior notice to the Borrower, to examine the books and records relating to the Debt, the Collateral and the premises of the Borrower personally or by agent or attorney during the Borrower’s normal business hours; provided, that (1) the Loan Agent shall, and shall cause its agents, to hold in confidence all such information, except (i) to the extent disclosure may be required by law or by any regulatory or administrative authority and (ii) except to the extent that the Loan Agent in its sole judgment, may determine that such disclosure is consistent with its obligations hereunder; and (2) the Loan Agent may disclose on a confidential basis any such information to its agents, attorneys and auditors retained by the Loan Agent in connection with the performance of its responsibilities hereunder (for the avoidance of doubt, such information shall not include any Accountants' Certificate, Accountants' Report or Accountants' Payment Date Report); (g) the Loan Agent may execute any of the trusts rights, privileges or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and upon any such appointment of an agent or attorney and attorneys; provided, that the Loan Agent shall not be responsible for any misconduct actions or negligence omissions on the part of any attorney or agent appointed by it with reasonable care, provided that the Loan Agent will provide notice of any such appointment to the Debtholders, such agent or attorney shall be conferred with all the same rights, indemnities, and immunities as appointed by the Loan AgentAgent with due care; (h) the Loan Agent shall not be liable for any action it takes takes, suffers or omits to take in good faith that it reasonably and prudently believes to be authorized or within its rights or powers or within its discretion hereunder, other than acts or omissions constituting bad faith, willful misconduct or gross negligence of the Loan Agent’s duties hereunder; (i) the permissive right of the Loan Agent to take or refrain from taking any actions enumerated in the Indenture shall not be construed as a duty and, the Loan Agent shall not be answerable or liable for other than its bad faith, gross negligence or willful misconduct; (j) nothing herein shall be construed to impose an obligation on the part of the Loan Agent to monitor, recalculate, evaluate or (absent manifest error) verify any report, certificate or information received from the Borrower or Asset Manager (unless and except to the extent otherwise expressly set forth herein); (k) the Loan Agent shall not be responsible or liable for any inaccuracies in the accuracy records of the books Asset Manager, any Clearing Agency, DTC, Euroclear, Clearstream or records ofany other Intermediary, transfer agents, calculation agent, paying agent (other than the Bank in its individual or other capacities hereunder or under the Indenture), or for any acts the actions or omissions of any Transfer Agentsuch Person hereunder or under any document executed in connection herewith or the Indenture; (l) to the extent permitted by applicable law, any Calculation Agent (other than the Loan Agent itself acting shall not be required to give any bond or surety in that capacity) or any Paying Agent (other than respect of the Loan Agent itself acting in that capacity)execution of this Agreement; (jm) the Loan Agent shall not be deemed to have notice or knowledge of any matter unless a Trust Officer of the Loan Agent responsible for the administration of this Agreement has actual knowledge thereof or unless written notice thereof is received by a Trust Officer of the Loan Agent responsible for the administration of this Agreement at the Corporate Trust Office and such notice references the Secured Loans generally, the Borrower or this Agreement; (n) for all purposes hereunder and under the Indenture, the Loan Agent shall not be deemed to have notice or knowledge of any Event of Default unless a Trust Officer of the Loan Agent responsible for the administration of this Agreement has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default or a Default is received by a Trust Officer of the Loan Agent responsible for the administration of this Agreement at the Corporate Trust Office, and such notice references the Debt generally, the Borrower, this Agreement or the Indenture. For purposes of determining the Loan Agent’s responsibility and liability hereunder, whenever reference is made in the Indenture to such an Event of Default or a Default, such reference shall be construed to refer only to such an Event of Default or a Default of which the Loan Agent is deemed to have notice as described in this clause; (o) nothing herein shall be construed to impose an obligation on the part of the Loan Agent to monitor, recalculate, evaluate or verify or independently determine the accuracy of any report, certificate or information received from the Borrower, the Collateral Administrator, the Collateral Trustee, Asset Manager or any other Person (unless and except to the extent otherwise expressly set forth herein); (p) the Loan Agent shall not be answerable or liable for, or any inaccuracies in the records of, any non-Affiliated custodian, transfer agent, paying agent or calculation agent (other than itself in such capacities), clearing agency, loan syndication, administrative or similar agent, DTC, Euroclear or Clearstream, or for the actions or omissions of the Class A LenderAsset Manager or the Borrower, further, the Issuer, the Servicer, the Trustee, or the Note Administrator; and without limiting the foregoing, The Loan Agent shall not be under any obligation responsible for delays or failures in performance resulting from acts beyond its control (such acts include but are not limited to verify compliance by any party hereto with the terms acts of this Indenture God, strikes, lockouts, riots, acts of war and Credit Agreement interruptions, losses or malfunctions of utilities, computer (other than itselfhardware or software) to verify or independently determine the accuracy of information received by it from the Servicer (or from any selling institution, agent bank, trustee or similar source) with respect to the Mortgage Assetscommunications services); (kq) to the extent any defined term hereunder, or any calculation required to be made or determined by the Loan Agent hereunder, is dependent upon or defined by reference generally to GAAP, the Loan Agent shall be entitled to request and receive (and rely upon) instruction from the Issuer Borrower or the accountants identified, which may or may not be the Independent accountants appointed by the Borrower pursuant to Section 16.11(g10.7 of the Indenture (and in the absence of its receipt of timely instruction therefrom, shall be entitled to obtain from an Independent accountant at the expense of the Borrower) as to the application of GAAP in such connection, in any instance; (lr) in making or disposing of any investment permitted by the Indenture, the Loan Agent is authorized to deal with itself (in its individual capacity) or with any one or more of its Affiliates, whether it or such Affiliate is acting as a subagent of the Loan Agent or for any third person or dealing as principal for its own account. If otherwise qualified, obligations of the Bank or any of its Affiliates shall qualify as Eligible Investments under the Indenture; (s) the Loan Agent or its Affiliates are permitted to provide services and to receive additional compensation that could be deemed to be in the Loan Agent's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Exxxxxxx Investments; (t) the Loan Agent shall not have any responsibility obligation to determine: (i) if an Underlying Asset meets the Issuer Portfolio Criteria or (ii) if the Secured Parties hereunder to make any inquiry or investigation as toAsset Manager has not provided it with the information necessary for making such determination, and shall whether the conditions specified in the definition of “Delivered” have no obligation in respect of, the terms of any engagement of Independent accountants by the Issuerbeen complied with; (mu) in determining any affiliations of addition to its rights, protections, benefits, immunities and indemnities provided herein, the Class A Lender with any party hereto or otherwiserights, protections, benefits, immunities and indemnities afforded to the Collateral Trustee as set forth in the Indenture, including Article VI thereof, and the Calculation Agent under the Collateral Administration Agreement, shall also apply to the Loan Agent under this Agreement, mutatis mutandis; provided that the Loan Agent shall be entitled held to request the standard of conduct set forth in this Agreement and conclusively rely on the foregoing shall not impose upon the Loan Agent any of the duties or standards of care (including without limitation any duties of a certification provided by prudent person) of the Class A LenderCollateral Trustee or the Calculation Agent. The Loan Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the other applicable Transaction Documents to which it is a party and no implied covenants or obligations shall be read into this Agreement against the Loan Agent; (nv) in no event the Collateral Trustee shall the Loan Agent not be liable for special, punitiveindirect, indirect punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (w) the Loan Agent shall not be responsible for the preparation, filing, continuation or correctness of any financing statement or perfection of any Lien or security interest; (x) in order to comply with laws, rules and regulations applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Loan Agent is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Loan Agent. Accordingly, each of the parties hereto agrees to provide to the Loan Agent upon its request from time to time such party's complete name, address, tax identification number and such other identifying information together with copies of such party's constituting documentation, securities disclosure documentation and such other identifying documentation as may be available for such party; and (y) the Loan Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Borrower or the Asset Manager in accordance with this Agreement and/or, to the extent permitted under this Agreement, the Lenders, relating to the time, method and place of exercising any power conferred upon such Loan Agent under this Agreement. The Loan Agent shall not be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Loan Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; (o) . Whether or not therein expressly provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Loan Agent shall not be required to give any bond or surety in respect of the execution of the trusts created hereby or the powers granted hereunder; (p) in no event shall the Loan Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture and Credit Agreement, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, any act or provision of any present or future governmental authority, labor disputes, disease, epidemic, pandemic, quarantine, national emergency, loss or malfunction of utilities or computer software or hardware, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility and other causes beyond the Loan Agent’s control, as applicable, whether or not of the same Class or kind as specifically named above; (q) except as otherwise expressly set forth in this Indenture and Credit Agreement, Wxxxx Fargo Bank, National Association, acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (i) Wxxxx Fargo Bank, National Association acting in any other capacity hereunder or in a capacity that is unrelated subject to the transactions contemplated by provisions of this Indenture and Credit Agreement, where some or all of the obligations performed in such capacities are performed by one or more employees within the same Corporate Trust Office of Wxxxx Fargo Bank, National Association or where the Corporate Trust Office responsible for performing the obligations in such capacities have one or more of the same Bank Officers; and (r) nothing herein shall require the Loan Agent to act in any manner that is contrary to applicable lawSection 7.5.

Certain Rights of the Loan Agent. (a) Each of the rights, protections, benefits, immunities and indemnities afforded to the Collateral Trustee under the Indenture shall also apply to the Loan Agent under this Agreement, mutatis mutandis; provided that such rights, protections, benefits, immunities and indemnities shall be in addition to any rights, protection, benefits, immunities and indemnities provided herein or in any other document to which the Loan Agent is a party. (b) Except as otherwise provided in Section 16.106.1: (ai) the Loan Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; (bii) any request or direction of the Issuer Borrower mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer a Borrower Order, as the case may be; (ciii) whenever in the administration of this Agreement or the Indenture and Credit Agreement the Loan Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunderhereunder or thereunder, the Loan Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificatecertificate or Borrower Order; (div) as a condition to the taking or omitting of any action by it hereunder, the Loan Agent may consult with counsel (including with respect to and the advice of such counsel or any matters, other than factual matters, in connection with the execution by the Loan Agent Opinion of a supplemental indenture and credit agreement pursuant to Section 8.3) selected in good faith and with reasonable care and Counsel shall be deemed to have acted full and complete authorization and protection in good faith and shall not be subject to respect of any liability if action taken or omitted by it acts in reliance thereon, hereunder in good faith and in accordance with the advice or opinion issued by such counsel in connection therewithreliance thereon; (ev) the Loan Agent shall not be under any no obligation to exercise or to honor any of the rights or powers vested in it by this Indenture and Credit Agreement at the request or direction of Class A Lender pursuant to this Indenture and Credit Agreement, or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order request or direction of any Lender pursuant to this Agreement and the Class A Lender Indenture, unless the Class A such Lender shall have offered provided to the Loan Agent security or indemnity acceptable reasonably satisfactory to it the Loan Agent against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities which might reasonably be incurred by them it in compliance with such request or direction; (fvi) the Loan Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper documents or document, but the Loan Agent, upon the written direction of a Majority of the Lenders or of a Rating Agency, shall make such further inquiry or investigation into such facts or matters as shall be directed; provided, however, that if the payment within a reasonable time to the Loan Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Loan Agent, not assured to the Loan Agent by the security afforded to it by the terms of this Agreement, the Loan Agent may require indemnity reasonably satisfactory to the Loan Agent against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such inquiry or investigation shall be paid by the Borrower. The Loan Agent shall be entitled, on reasonable prior notice to the Borrower and the Collateral Manager, to examine the books and records relating to the Secured Loans and the Assets, personally or by agent or attorney, during the Borrower’s or the Collateral Manager’s normal business hours; provided that the Loan Agent shall, and shall cause its agents to, hold in confidence all such information, except (i) to the extent disclosure may be entitled required by law by any governmental authority and (ii) to rely conclusively thereonthe extent that the Loan Agent, in its sole discretion, may determine that such disclosure is consistent with its obligations hereunder and under the Indenture; provided, further, that the Loan Agent may disclose on a confidential basis any such information to its agents, attorneys and auditors in connection with the performance of its obligations hereunder; (gvii) the Loan Agent may execute any of the trusts rights, privileges or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and upon any such appointment of an agent or attorney and attorneys; provided that the Loan Agent shall not be responsible for any misconduct or negligence on the part of any attorney or agent appointed by it with reasonable care, provided that the Loan Agent will provide notice of any such appointment to the Debtholders, such agent or attorney shall be conferred appointed with all the same rights, indemnities, and immunities as the Loan Agent;due care by it hereunder. (hviii) the Loan Agent shall not be liable for any action it takes takes, suffers or omits to take in good faith that it reasonably and prudently believes to be authorized or within its rights or powers or within its discretion hereunder, other than acts or omissions constituting bad faith, willful misconduct or gross negligence of the Loan Agent’s duties hereunder; (iix) the permissive rights of the Loan Agent to perform any discretionary act enumerated in this Agreement shall not be treated as a duty and the Loan Agent shall not be answerable for other than its gross negligence, bad faith or willful misconduct; (x) the Loan Agent shall not be responsible or liable for the actions or omissions of, or any inaccuracies in the records of, any non-Affiliated custodian, transfer agent, paying agent or calculation agent (other than itself in such capacities), clearing agency, loan syndication, administrative or similar agent, DTC, Euroclear or Clearstream, or for the acts or omissions of the Collateral Manager or any Borrower, or any other Person (including compliance with Rule 17g-5 promulgated under the Exchange Act); (xi) the Loan Agent shall not be required to give any bond or surety in respect of the execution of this Agreement or the powers granted hereunder; (xii) in the event that the Bank is also acting in the capacity of Collateral Trustee or Calculation Agent hereunder, the rights, protections, immunities and indemnities afforded to the Loan Agent pursuant to this Article VI shall also be afforded to the Bank acting in such capacities; (xiii) the Loan Agent shall not be responsible for the accuracy delays or failures in performance resulting from acts beyond its control (such acts include but are not limited to acts of the books God, strikes, lockouts, riots, acts of war and interruptions, losses or records ofmalfunctions of utilities, computer (hardware or for any acts or omissions of any Transfer Agent, any Calculation Agent (other than the Loan Agent itself acting in that capacitysoftware) or any Paying Agent (other than the Loan Agent itself acting in that capacitycommunications services); (j) the Loan Agent shall not be liable for the actions or omissions of the Class A Lender, the Issuer, the Servicer, the Trustee, or the Note Administrator; and without limiting the foregoing, The Loan Agent shall not be under any obligation to verify compliance by any party hereto with the terms of this Indenture and Credit Agreement (other than itself) to verify or independently determine the accuracy of information received by it from the Servicer (or from any selling institution, agent bank, trustee or similar source) with respect to the Mortgage Assets; (kxiv) to the extent any defined term hereunder, or any calculation required to be made or determined by the Loan Agent hereunder, is dependent upon or defined by reference to GAAP, the Loan Agent shall be entitled to request and receive (and rely upon) instruction from the Issuer Borrower or the accountants appointed pursuant identified in an Accountants’ Report (and in the absence of its receipt of timely instruction therefrom, shall be entitled to Section 16.11(gobtain from an Independent accountant at the expense of the Borrower) as to the application of GAAP in such connection, in any instance; (lxv) the Loan Agent or its Affiliates are permitted to provide services and to receive additional compensation that could be deemed to be in the Loan Agent’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Xxxxxxxx Investments; if otherwise qualified, obligations of the Bank or any of its Affiliates shall not have any responsibility to the Issuer or the Secured Parties hereunder to make any inquiry or investigation qualify as to, and shall have no obligation in respect of, the terms of any engagement of Independent accountants by the Issuer;Eligible Investments hereunder; and (m) in determining any affiliations of the Class A Lender with any party hereto or otherwise, the Loan Agent shall be entitled to request and conclusively rely on a certification provided by the Class A Lender; (n) in no event shall the Loan Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Loan Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; (oxvi) the Loan Agent shall not be required to give any bond responsible for the preparation, filing, continuation or surety in respect correctness of the execution of the trusts created hereby financing statements or the powers granted hereunder;validity or perfection of any Lien or security interest. (pc) in no event shall the Loan Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture and Credit Agreement, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, any act or provision of any present or future governmental authority, labor disputes, disease, epidemic, pandemic, quarantine, national emergency, loss or malfunction of utilities or computer software or hardware, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility and other causes beyond the Loan Agent’s control, as applicable, whether or not of the same Class or kind as specifically named above; (q) except as otherwise expressly set forth in this Indenture and Credit Agreement, Wxxxx Fargo Bank, National Association, acting in any particular capacity hereunder will shall not be deemed to be imputed with have notice or knowledge of (i) Wxxxx Fargo Bank, National Association acting in any other capacity hereunder or in matter unless a capacity that is unrelated to the transactions contemplated by this Indenture and Credit Agreement, where some or all Trust Officer of the obligations performed in such capacities are performed Loan Agent responsible for the administration of this Agreement has actual knowledge thereof or unless written notice thereof is received by one or more employees within the same Loan Agent at the Corporate Trust Office of Wxxxx Fargo Bank, National Association or where the Corporate Trust Office responsible for performing the obligations in such capacities have one or more of the same Bank Officers; and (r) nothing herein shall require the Loan Agent to act in any manner that is contrary to applicable lawand such notice references the Secured Loans, the Lenders, the Borrower or this Agreement.

Certain Rights of the Loan Agent. (a) Each of the rights, protections, benefits, immunities and indemnities afforded to the Collateral Trustee under the Indenture shall also apply to the Loan Agent under this Agreement, mutatis mutandis; provided that such rights, protections, benefits, immunities and indemnities shall be in addition to any rights, protection, benefits, immunities and indemnities provided herein or in any other document to which the Loan Agent is a party. (b) Except as otherwise provided in Section 16.106.1: (ai) the Loan Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. Any electronically signed document delivered via email from a person purporting to be an Authorized Officer shall be considered signed or executed by BUSINESS.31973028.4 such Authorized Officer on behalf of the applicable Person. The Loan Agent shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto; (bii) any request or direction of the Issuer Borrower or the Co-Borrower mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer a Borrower Order, as the case may be; (ciii) whenever in the administration of this Agreement or the Indenture and Credit Agreement the Loan Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunderhereunder or thereunder, the Loan Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate's certificate or Borrower Order; (div) as a condition to the taking or omitting of any action by it hereunder, the Loan Agent may consult with counsel (including with respect to and the advice of such counsel or any matters, other than factual matters, in connection with the execution by the Loan Agent Opinion of a supplemental indenture and credit agreement pursuant to Section 8.3) selected in good faith and with reasonable care and Counsel shall be deemed to have acted full and complete authorization and protection in good faith and shall not be subject to respect of any liability if action taken or omitted by it acts in reliance thereon, hereunder in good faith and in accordance with the advice or opinion issued by such counsel in connection therewithreliance thereon; (ev) the Loan Agent shall not be under any no obligation to exercise or to honor any of the rights or powers vested in it by this Indenture and Credit Agreement at the request or direction of Class A Lender pursuant to this Indenture and Credit Agreement, or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order request or direction of any Lender pursuant to this Agreement and the Class A Lender Indenture, unless the Class A such Lender shall have offered provided to the Loan Agent security or indemnity acceptable reasonably satisfactory to it the Loan Agent against the costs, expenses (including reasonable attorneys' fees and expenses) and liabilities which might reasonably be incurred by them it in compliance with such request or direction; (fvi) the Loan Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper documents or document, but the Loan Agent, upon the written direction of a Majority of the Lenders or of a Rating Agency, shall make such further inquiry or investigation into such facts or matters as shall be directed; provided, however, that if the payment within a reasonable time to the Loan Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Loan Agent, not assured to the Loan Agent by the security afforded to it by the terms of this Agreement, the Loan Agent may require indemnity reasonably satisfactory to the Loan Agent against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such inquiry or investigation shall be paid by the Co-Borrowers. The Loan Agent shall be entitled, on reasonable prior notice to the Co-Borrowers and the Collateral Manager, to examine the books and records relating to the Secured Loans and the Assets, personally or by agent or attorney, during the Co-Borrowers' or the Collateral Manager's normal business hours; provided that the Loan Agent shall, and shall cause its agents to, hold in confidence all such information, except (i) to the extent disclosure may be entitled required by law by any governmental authority and (ii) to rely conclusively thereonthe extent that the Loan Agent, in its sole discretion, may determine that such disclosure is consistent with its obligations hereunder; provided, further, that the Loan Agent may disclose on a confidential basis any such information to its agents, attorneys and auditors in connection with the performance of its obligations hereunder; (gvii) the Loan Agent may execute any of the trusts rights, privileges or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and upon any such appointment of an agent or attorney and attorneys; provided that the Loan Agent shall not be responsible for any misconduct or negligence on the part of any attorney or agent appointed by it with reasonable care, provided that the Loan Agent will provide notice of any such appointment to the Debtholders, such agent or attorney shall be conferred appointed with all the same rights, indemnities, and immunities as the Loan Agent;due care by it hereunder. (hviii) the Loan Agent shall not be liable for any action it takes takes, suffers or omits to take in good faith that it reasonably and prudently believes to be authorized or within its rights or powers or within its discretion hereunder, other than acts or omissions constituting bad faith, willful misconduct or gross negligence of the Loan Agent's duties hereunder; (iix) the permissive rights of the Loan Agent to perform any discretionary act enumerated in this Agreement shall not be treated as a duty and the Loan Agent shall not be answerable for other than its gross negligence, bad faith or willful misconduct; (x) the Loan Agent shall not be responsible for the accuracy of the books or records of, or for any acts or omissions of any Transfer Agent, any Calculation Agent (other than the Loan Agent itself acting in that capacity) or any Paying Agent (other than the Loan Agent itself acting in that capacity); (j) the Loan Agent shall not be liable for the actions or omissions of, or any inaccuracies in the records of, any non-Affiliated custodian, transfer agent, paying agent or calculation agent (other than itself in such capacities), clearing agency, loan syndication, administrative or similar agent, DTC, Euroclear or Clearstream, or for the acts or omissions of the Class A Lender, the Issuer, the Servicer, the TrusteeCollateral Manager or any Borrower, or any other Person (including compliance with Rule 17g-5 promulgated under the Note Administrator; Exchange Act) and without limiting the foregoing, The the Loan Agent shall not be under any obligation to monitor, evaluate or verify compliance by any party hereto the Collateral Manager with the terms of this the Indenture and Credit Agreement (other than itself) or of the Collateral Management Agreement, or to verify or independently determine the accuracy of information received by it the Loan Agent from the Servicer Collateral Manager (or from any selling institution, agent bank, trustee or similar source) with respect to the Mortgage Assets; (kxi) the Loan Agent shall not be required to give any bond or surety in respect of the execution of this Agreement or the powers granted hereunder; (xii) in the event that the Bank is also acting in the capacity of Collateral Trustee or Calculation Agent hereunder, the rights, protections, immunities and indemnities afforded to the Loan Agent pursuant to this Article VI shall also be afforded to the Bank acting in such capacities; provided further, however, that the foregoing shall not be construed to impose upon the Loan Agent, any of the duties or standards of care (including, without limitation, any duties of a prudent person) of the Collateral Trustee; (xiii) the Loan Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communications services); BUSINESS.31973028.4 (xiv) to the extent any defined term hereunder, or any calculation required to be made or determined by the Loan Agent hereunder, is dependent upon or defined by reference to GAAP, the Loan Agent shall be entitled to request and receive (and rely upon) instruction from the Issuer Borrower or the accountants appointed pursuant identified in an Accountants' Report (and in the absence of its receipt of timely instruction therefrom, shall be entitled to Section 16.11(gobtain from an Independent accountant at the expense of the Issuer) as to the application of GAAP in such connection, in any instance; (lxv) the Loan Agent or its Affiliates are permitted to provide services and to receive additional compensation that could be deemed to be in the Loan Agent's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Xxxxxxxx Investments; if otherwise qualified, obligations of the Bank or any of its Affiliates shall not have any responsibility to the Issuer or the Secured Parties hereunder to make any inquiry or investigation qualify as to, and shall have no obligation in respect of, the terms of any engagement of Independent accountants by the IssuerEligible Investments hereunder; (mxvi) in determining any affiliations nothing herein shall be construed to impose an obligation on the part of the Class A Lender with Agents to recalculate, evaluate, monitor or verify or independently determine the accuracy of any party hereto report, certificate or otherwise, information received from the Loan Agent shall be entitled Borrower or Collateral Manager (unless and except to request and conclusively rely on a certification provided by the Class A Lender;extent otherwise expressly set forth herein); and (n) in no event shall the Loan Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Loan Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; (oxvii) the Loan Agent shall not be required to give any bond responsible for the preparation, filing, continuation or surety in respect correctness of the execution of the trusts created hereby financing statements or the powers granted hereunder;validity or perfection of any Lien or security interest. (pc) in no event shall the Loan Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture and Credit Agreement, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, any act or provision of any present or future governmental authority, labor disputes, disease, epidemic, pandemic, quarantine, national emergency, loss or malfunction of utilities or computer software or hardware, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility and other causes beyond the Loan Agent’s control, as applicable, whether or not of the same Class or kind as specifically named above; (q) except as otherwise expressly set forth in this Indenture and Credit Agreement, Wxxxx Fargo Bank, National Association, acting in any particular capacity hereunder will shall not be deemed to be imputed with have notice or knowledge of (i) Wxxxx Fargo Bank, National Association acting in any other capacity hereunder or in matter unless a capacity that is unrelated to the transactions contemplated by this Indenture and Credit Agreement, where some or all Trust Officer of the obligations performed in such capacities are performed Loan Agent responsible for the administration of this Agreement has actual knowledge thereof or unless written notice thereof is received by one or more employees within the same Loan Agent at the Corporate Trust Office of Wxxxx Fargo Bank, National Association or where the Corporate Trust Office responsible for performing the obligations in such capacities have one or more of the same Bank Officers; and (r) nothing herein shall require the Loan Agent and such notice references the Secured Loans, the Lenders, the Borrower, the Co-Borrower or this Agreement. Whenever reference is made in this Agreement to act a Default or an Event of Default such reference shall, insofar as determining any liability on the part of the Loan Agent is concerned, be construed to refer only to a Default or an Event of Default of which the Loan Agent is deemed to have knowledge in any manner that is contrary to applicable lawaccordance with this paragraph.

Certain Rights of the Loan Agent. Except as otherwise provided in Section 16.10the Indenture and Security Agreement in the case of the Collateral Trustee: (a) the The Loan Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note note, electronic communication or other paper or document believed by it in good faith to be genuine and to have been signed signed, sent or presented by the proper party or parties. In addition, the Loan Agent shall be entitled to the rights, benefits and protection of the Collateral Trustee as set forth in Article VI of the Indenture and Security Agreement; (b) any request or direction of the Issuer Borrower mentioned herein shall may be sufficiently evidenced by an Issuer Request or Issuer Order, as the case may be; (c) whenever in the administration of this Agreement or the Indenture and Credit Agreement Security Agreement, the Loan Agent shall (i) deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Loan Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officer’s CertificateCertificate or Issuer Order or (ii) be required to determine the value of any Collateral or funds hereunder or the cash flows projected to be received therefrom, the Loan Agent may, in the absence of bad faith on its part, rely on reports of nationally recognized accountants, investment bankers or other Persons qualified to provide the information required to make such determination, including nationally recognized dealers in securities of the type being valued and securities quotation services; (d) as a condition to the taking or omitting of any action by it hereunder, the Loan Agent may consult with counsel (including with respect to and the advice of such counsel or any matters, other than factual matters, in connection with the execution by the Loan Agent Opinion of a supplemental indenture and credit agreement pursuant to Section 8.3) selected in good faith and with reasonable care and Counsel shall be deemed to have acted full and complete authorization and protection in good faith and shall not be subject to respect of any liability if action taken or omitted by it acts in reliance thereon, hereunder in good faith and in accordance with the advice or opinion issued by such counsel in connection therewithreliance thereon; (e) the Loan Agent shall not be under any no obligation to exercise or to honor any of the rights or powers vested in it by this Indenture and Credit Agreement at the request or direction of Class A Lender pursuant to this Indenture and Credit Agreement, or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order request or direction of any Lenders pursuant to this Agreement and the Class A Lender Indenture and Security Agreement, unless the Class A Lender such Lenders shall have offered to the Loan Agent security or indemnity acceptable reasonably satisfactory to it the Loan Agent against the costs, expenses and liabilities which might reasonably be incurred by them it in compliance with such request or direction; (f) the Loan Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note note, electronic communication or other paper documents documents, but the Loan Agent, in its discretion, may, and upon the written direction of a Majority of the Lenders or of a Rating Agency shall (subject to the right hereunder to be reasonably satisfactorily indemnified for associated expense and liability), make such further inquiry or investigation into such facts or matters as it may see fit. The reasonable expense of every such examination shall be paid by the Borrower and, the Loan Agent shall be entitled, on reasonable prior notice to the Borrower and the Collateral Manager, to examine the books and records relating to the Debt and the Assets and the premises of such Person to determine compliance with this Agreement, personally or by agent or attorney during such Person’s normal business hours and the Loan Agent shall incur no liability of any kind by reason of such inquiry or investigation; provided, that the Loan Agent shall, and shall cause its agents, to hold in confidence all such information, except (A) to the extent disclosure may be entitled required by law or by any regulatory authority or (B) to rely conclusively thereonthe extent that the Loan Agent, in its sole judgment, may determine that such disclosure is consistent with its obligations hereunder; (g) the Loan Agent may execute any of the trusts rights, privileges or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and upon any such appointment of an agent or attorney and attorneys; provided, that Loan Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney or agent appointed by it with reasonable due care, provided that the Loan Agent will provide notice of any such appointment to the Debtholders, such agent or attorney shall be conferred with all the same rights, indemnities, and immunities as the Loan Agent; (h) the Loan Agent shall not be liable for any action it takes takes, suffers or omits to take in good faith that it reasonably and prudently believes to be authorized or within its rights or powers or within its discretion hereunder, other than acts or omissions constituting negligence, willful misconduct or bad faith of the Loan Agent’s duties hereunder; (i) the permissive right of the Loan Agent to perform any discretionary act enumerated in this Agreement shall not be treated as a duty and the Loan Agent shall not be answerable for other than its negligence, willful misconduct or bad faith; (j) nothing herein shall be construed to impose an obligation on the part of the Loan Agent to monitor, recalculate, evaluate or (absent manifest error) verify any report, certificate or information received from the Borrower or Collateral Manager (unless and except to the extent otherwise expressly set forth herein) and all calculations made by the Loan Agent in its role hereunder shall (in the absence of manifest error) be final and binding on all parties; (k) the Loan Agent shall not be responsible or liable for the actions or omissions of, or any inaccuracies in the records of, any non-Affiliated custodian, transfer agent, paying agent or calculation agent (other than itself in such capacities), clearing agency, loan syndication, administrative or similar agent, DTC, Euroclear or Clearstream, or for the acts or omissions of the Collateral Manager, the Borrower or any Person; (l) the Loan Agent shall not be required to give any bond or surety, or provide any indemnity, in respect of the execution and performance of this Agreement or the exercise of any of its powers granted hereunder; (m) in making or disposing of any investment permitted by the Indenture and Security Agreement, the Loan Agent is authorized to deal with itself (in its individual capacity) or with any one or more of its Affiliates, in each case on an arm’s-length basis and on standard market terms, whether it or such Affiliate is acting as a sub-agent of the Loan Agent or for any third Person or dealing as principal for its own account; (n) in the event that State Street is also acting in any capacity hereunder or under the Indenture and Security Agreement other than Collateral Trustee and Loan Agent, as applicable, or is acting as Collateral Administrator, the rights, protections, immunities and indemnities afforded to the Loan Agent pursuant to this Article VII (The Collateral Trustee and the Loan Agent) hereof shall also be afforded to State Street acting in such capacities; provided that in the case of State Street acting as Collateral Administrator, such rights, immunities and indemnities shall be in addition to any rights, immunities and indemnities provided in the Indenture and Security Agreement or the Collateral Administration Agreement, as applicable; (o) the Loan Agent shall not be responsible for the accuracy delays or failures in performance resulting from acts beyond its control (such acts include but are not limited to acts of the books God, strikes, lockouts, riots, acts of war and interruptions, losses or records ofmalfunctions of utilities, computer (hardware or for any acts or omissions of any Transfer Agent, any Calculation Agent (other than the Loan Agent itself acting in that capacitysoftware) or any Paying Agent (other than the Loan Agent itself acting in that capacitycommunications services); (jp) notwithstanding any term hereof to the contrary, the Loan Agent shall not be liable for under no obligation to evaluate the actions or omissions sufficiency of the Class A Lender, documents or instruments delivered to them by or on behalf of the Issuer, Borrower in connection with the Servicer, Grant by the TrusteeBorrower to the Collateral Trustee of any item constituting the Assets or otherwise, or in that regard to examine any Collateral Obligations, in order to determine compliance with applicable requirements of or restrictions on transfer imposed by the Note Administrator; and without limiting documentation underlying such Collateral Obligations nor to re-register or otherwise change the foregoingregistration or form in which the Collateral Obligations are Delivered, The Loan Agent shall not be under any obligation to verify compliance transferred, assigned or pledged by any party hereto with the terms of this Indenture and Credit Agreement (other than itself) to verify or independently determine the accuracy of information received by it from the Servicer (or from any selling institution, agent bank, trustee or similar source) with respect Borrower to the Mortgage AssetsCollateral Trustee; (kq) to the extent any defined term hereunder, or any calculation required to be made or determined by the Loan Agent hereunder, is dependent upon or defined by reference to GAAP, the Loan Agent shall be entitled to request and receive (and rely upon) instruction from the Issuer Borrower or the accountants appointed pursuant identified in the Accountants’ Report (and in the absence of its receipt of timely instruction therefrom, shall be entitled to Section 16.11(gobtain from an Independent accountant at the expense of the Borrower) as to the application of GAAP in such connection, in any instance; (lr) the Loan Agent or its Affiliates are permitted to provide services and to receive additional compensation that could be deemed to be in the Loan Agent’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Xxxxxxxx Investments; if otherwise qualified, obligations of the Bank or any of its Affiliates shall qualify as Eligible Investments hereunder; (s) the Loan Agent shall not have any responsibility obligation to determine: (i) if a Collateral Obligation meets the criteria or eligibility restrictions imposed by the Indenture and Security Agreement or (ii) with respect to the Issuer or Collateral Trustee, if the Secured Parties hereunder to make any inquiry or investigation as toCollateral Manager has not provided it with the information necessary for making such determination, and shall whether the conditions specified in the definition of “Delivered” have no obligation in respect of, the terms of any engagement of Independent accountants by the Issuerbeen complied with; (mt) the Loan Agent shall not be deemed to have notice or knowledge of any matter unless an officer designated by the Loan Agent in writing as having responsibility for the duties of the Loan Agent hereunder (a “Responsible Officer”) has actual knowledge thereof or unless written notice thereof is received by a Bank Officer at the Corporate Trust Office or a Responsible Officer at the office of the Loan Agent and such notice references the Loans generally, the Borrower or this Agreement. Whenever reference is made in this Agreement to a Default or an Event of Default such reference shall, insofar as determining any affiliations liability on the part of the Class A Lender Loan Agent is concerned, be construed to refer only to a Default or an Event of Default of which the Loan Agent is deemed to have knowledge in accordance with this paragraph; (u) the Loan Agent shall not have any party hereto liability for the acts or otherwiseomissions of the Collateral Manager, the Collateral Administrator, the Borrower, any Paying Agent (other than such Agent) or any Authenticating Agent (other than such Agent) appointed under or pursuant to this Agreement or the other Collateral Documents; (v) the Loan Agent is not responsible or liable for the preparation, filing, continuation or correctness of financing statements or the validity or perfection of any lien or security interest; (w) notwithstanding any term hereof to the contrary, the Loan Agent shall not be entitled under any obligation to request and conclusively rely evaluate the sufficiency of the documents or instruments delivered to it by or on a certification provided behalf of the Borrower in connection with the Grant by the Class A LenderBorrower to the Collateral Trustee of any item constituting the Collateral Obligations or otherwise, or in that regard to examine any Collateral Obligations, in order to determine compliance with applicable requirements of and restrictions on transfer imposed by the documentation underlying such Collateral Obligations nor to re-register or otherwise change the registration or form in which the Collateral Obligations are Delivered, transferred, assigned or pledged by the Borrower to the Collateral Trustee; (n) in no event shall the Loan Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Loan Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; (ox) the Loan Agent shall not be required to give qualify in any bond or surety jurisdiction in respect of the execution of the trusts created hereby or the powers granted hereunder; (p) in no event shall the Loan Agent be liable for any failure or delay in the performance of which it is not presently qualified to perform its obligations hereunder because of circumstances beyond its control, including, but not limited to acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture and Credit Agreement, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, any act or provision of any present or future governmental authority, labor disputes, disease, epidemic, pandemic, quarantine, national emergency, loss or malfunction of utilities or computer software or hardware, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility and other causes beyond the as Loan Agent’s control, as applicable, whether or not of the same Class or kind as specifically named above; (q) except as otherwise expressly set forth in this Indenture and Credit Agreement, Wxxxx Fargo Bank, National Association, acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (i) Wxxxx Fargo Bank, National Association acting in any other capacity hereunder or in a capacity that is unrelated to the transactions contemplated by this Indenture and Credit Agreement, where some or all of the obligations performed in such capacities are performed by one or more employees within the same Corporate Trust Office of Wxxxx Fargo Bank, National Association or where the Corporate Trust Office responsible for performing the obligations in such capacities have one or more of the same Bank Officers; and (ry) nothing notwithstanding anything herein inconsistent or to the contrary, the Collateral Trustee shall require be entitled to all the same rights, privileges, protections, immunities and indemnities in this Agreement as are afforded the Bank in the Indenture and Security Agreement, all of which are incorporated herein mutatis mutandis, in addition to any such rights, privileges, protections, immunities and indemnities contained herein. Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting liability of or affording protection to the Loan Agent shall be subject to act the provisions of Section 7.2 (Appointment), 7.3 (Nature of Duties) and 7.5 (Certain Rights of the Loan Agent) of this Agreement. Notwithstanding anything herein inconsistent or to the contrary, in any manner that the event the Bank is contrary also acting in the capacity of Paying Agent, Registrar, Transfer Agent, Custodian, Calculation Agent, Loan Agent, Collateral Trustee or Securities Intermediary, the rights, protections, benefits, immunities and indemnities afforded to applicable lawthe Collateral Trustee pursuant to Article VI of the Indenture and Security Agreement shall also be afforded to the Bank acting in such capacities.

Certain Rights of the Loan Agent. (a) Each of the rights, protections, benefits, immunities and indemnities afforded to the Collateral Trustee under the Indenture shall also apply to the Loan Agent under this Agreement, mutatis mutandis; provided that such rights, protections, benefits, immunities and indemnities shall be in addition to any rights, protection, benefits, immunities and indemnities provided herein or in any other document to which the Loan Agent is a party. (b) Except as otherwise provided in Section 16.106.1: (ai) the Loan Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; (bii) any request or direction of the Issuer Borrower mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer a Borrower Order, as the case may be; (ciii) whenever in the administration of this Agreement or the Indenture and Credit Agreement the Loan Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunderhereunder or thereunder, the Loan Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificatecertificate or Borrower Order; (div) as a condition to the taking or omitting of any action by it hereunder, the Loan Agent may consult with counsel (including with respect to and the advice of such counsel or any matters, other than factual matters, in connection with the execution by the Loan Agent Opinion of a supplemental indenture and credit agreement pursuant to Section 8.3) selected in good faith and with reasonable care and Counsel shall be deemed to have acted full and complete authorization and protection in good faith and shall not be subject to respect of any liability if action taken or omitted by it acts in reliance thereon, hereunder in good faith and in accordance with the advice or opinion issued by such counsel in connection therewithreliance thereon; (ev) the Loan Agent shall not be under any no obligation to exercise or to honor any of the rights or powers vested in it by this Indenture and Credit Agreement at the request or direction of Class A Lender pursuant to this Indenture and Credit Agreement, or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order request or direction of any Lender pursuant to this Agreement and the Class A Lender Indenture, unless the Class A such Lender shall have offered provided to the Loan Agent security or indemnity acceptable reasonably satisfactory to it the Loan Agent against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities which might reasonably be incurred by them it in compliance with such request or direction; (fvi) the Loan Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper documents or document, but the Loan Agent, upon the written direction of a Majority of the Lenders or of a Rating Agency, shall make such further inquiry or investigation into such facts or matters as shall be directed; provided, however, that if the payment within a reasonable time to the Loan Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Loan Agent, not assured to the Loan Agent by the security afforded to it by the terms of this Agreement, the Loan Agent may require indemnity reasonably satisfactory to the Loan Agent against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such inquiry or investigation shall be paid by the Borrower. The Loan Agent shall be entitled, on reasonable prior notice to the Borrower and the Collateral Manager, to examine the books and records relating to the Secured Loans and the Assets, personally or by agent or attorney, during the Borrower’s or the Collateral Manager’s normal business hours; provided that the Loan Agent shall, and shall cause its agents to, hold in confidence all such information, except (i) to the extent disclosure may be entitled required by law by any governmental authority and (ii) to rely conclusively thereonthe extent that the Loan Agent, in its sole discretion, may determine that such disclosure is consistent with its obligations hereunder and under the Indenture; provided, further, that the Loan Agent may disclose on a confidential basis any such information to its agents, attorneys and auditors in connection with the performance of its obligations hereunder; (gvii) the Loan Agent may execute any of the trusts rights, privileges or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and upon any such appointment of an agent or attorney and attorneys; provided that the Loan Agent shall not be responsible for any misconduct or negligence on the part of any attorney or agent appointed by it with reasonable care, provided that the Loan Agent will provide notice of any such appointment to the Debtholders, such agent or attorney shall be conferred appointed with all the same rights, indemnities, and immunities as the Loan Agent;due care by it hereunder. (hviii) the Loan Agent shall not be liable for any action it takes takes, suffers or omits to take in good faith that it reasonably and prudently believes to be authorized or within its rights or powers or within its discretion hereunder, other than acts or omissions constituting bad faith, willful misconduct or gross negligence of the Loan Agent’s duties hereunder; (iix) the permissive rights of the Loan Agent to perform any discretionary act enumerated in this Agreement shall not be treated as a duty and the Loan Agent shall not be answerable for other than its gross negligence, bad faith or willful misconduct; (x) the Loan Agent shall not be responsible or liable for the actions or omissions of, or any inaccuracies in the records of, any non-Affiliated custodian, transfer agent, paying agent or calculation agent (other than itself in such capacities), clearing agency, loan syndication, administrative or similar agent, DTC, Euroclear or Clearstream, or for the acts or omissions of the Collateral Manager or any Borrower, or any other Person (including compliance with Rule 17g-5 promulgated under the Exchange Act); (xi) the Loan Agent shall not be required to give any bond or surety in respect of the execution of this Agreement or the powers granted hereunder; (xii) in the event that the Bank is also acting in the capacity of Collateral Trustee or Calculation Agent hereunder, the rights, protections, immunities and indemnities afforded to the Loan Agent pursuant to this Article VI shall also be afforded to the Bank acting in such capacities; (xiii) the Loan Agent shall not be responsible for the accuracy delays or failures in performance resulting from acts beyond its control (such acts include but are not limited to acts of the books God, strikes, lockouts, riots, acts of war and interruptions, losses or records ofmalfunctions of utilities, computer (hardware or for any acts or omissions of any Transfer Agent, any Calculation Agent (other than the Loan Agent itself acting in that capacitysoftware) or any Paying Agent (other than the Loan Agent itself acting in that capacitycommunications services); (j) the Loan Agent shall not be liable for the actions or omissions of the Class A Lender, the Issuer, the Servicer, the Trustee, or the Note Administrator; and without limiting the foregoing, The Loan Agent shall not be under any obligation to verify compliance by any party hereto with the terms of this Indenture and Credit Agreement (other than itself) to verify or independently determine the accuracy of information received by it from the Servicer (or from any selling institution, agent bank, trustee or similar source) with respect to the Mortgage Assets; (kxiv) to the extent any defined term hereunder, or any calculation required to be made or determined by the Loan Agent hereunder, is dependent upon or defined by reference to GAAP, the Loan Agent shall be entitled to request and receive (and rely upon) instruction from the Issuer Borrower or the accountants appointed pursuant identified in an Accountants’ Report (and in the absence of its receipt of timely instruction therefrom, shall be entitled to Section 16.11(gobtain from an Independent accountant at the expense of the Issuer) as to the application of GAAP in such connection, in any instance; (lxv) the Loan Agent or its Affiliates are permitted to provide services and to receive additional compensation that could be deemed to be in the Loan Agent’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments; if otherwise qualified, obligations of the Bank or any of its Affiliates shall not have any responsibility to the Issuer or the Secured Parties hereunder to make any inquiry or investigation qualify as to, and shall have no obligation in respect of, the terms of any engagement of Independent accountants by the Issuer;Eligible Investments hereunder; and (m) in determining any affiliations of the Class A Lender with any party hereto or otherwise, the Loan Agent shall be entitled to request and conclusively rely on a certification provided by the Class A Lender; (n) in no event shall the Loan Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Loan Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; (oxvi) the Loan Agent shall not be required to give any bond responsible for the preparation, filing, continuation or surety in respect correctness of the execution of the trusts created hereby financing statements or the powers granted hereunder;validity or perfection of any Lien or security interest. (pc) in no event shall the Loan Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture and Credit Agreement, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, any act or provision of any present or future governmental authority, labor disputes, disease, epidemic, pandemic, quarantine, national emergency, loss or malfunction of utilities or computer software or hardware, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility and other causes beyond the Loan Agent’s control, as applicable, whether or not of the same Class or kind as specifically named above; (q) except as otherwise expressly set forth in this Indenture and Credit Agreement, Wxxxx Fargo Bank, National Association, acting in any particular capacity hereunder will shall not be deemed to be imputed with have notice or knowledge of (i) Wxxxx Fargo Bank, National Association acting in any other capacity hereunder or in matter unless a capacity that is unrelated to the transactions contemplated by this Indenture and Credit Agreement, where some or all Trust Officer of the obligations performed in such capacities are performed Loan Agent responsible for the administration of this Agreement has actual knowledge thereof or unless written notice thereof is received by one or more employees within the same Loan Agent at the Corporate Trust Office of Wxxxx Fargo Bank, National Association or where the Corporate Trust Office responsible for performing the obligations in such capacities have one or more of the same Bank Officers; and (r) nothing herein shall require the Loan Agent to act in any manner that is contrary to applicable lawand such notice references the Secured Loans, the Lenders, the Borrower or this Agreement.

Certain Rights of the Loan Agent. Except as otherwise provided in Section 16.10: (a) the Loan Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or note, other paper paper, electronic communication or document believed by it in good faith to be genuine and to have been signed signed, sent or presented by the proper party or parties; (b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order, as the case may be; (c) whenever in the administration of this Indenture and Credit Agreement the Loan Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Loan Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (d) as a condition to the taking or omitting of any action by it hereunder, the Loan Agent may consult with counsel (including with respect to any matters, other than factual matters, in connection with the execution by the Loan Agent of a supplemental indenture and credit agreement pursuant to Section 8.3) selected in good faith and with reasonable due care with regard to legal questions arising in connection therewith and shall be deemed to have acted in good faith and shall not be subject to any liability if it acts in reasonable reliance thereon, in good faith and in accordance with the advice or opinion issued by such counsel in connection therewith; (e) the Loan Agent shall not be under any obligation to exercise or to honor any of the rights or powers vested in it by this Indenture and Credit Agreement at the request or direction of Class A Lender pursuant to this Indenture and Credit Agreement, or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of the Class A Lender unless the Class A Lender shall have offered to the Loan Agent indemnity acceptable to it against the costs, expenses and liabilities which might reasonably be incurred by them in compliance with such request or direction; (f) the Loan Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note note, other paper, electronic communication or other paper documents and shall be entitled to rely conclusively thereon; (g) the Loan Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and upon any such appointment of an agent or attorney and shall not be responsible for any misconduct or negligence on the part of any attorney or agent appointed by it with reasonable due care, provided that the Loan Agent will provide notice of any such appointment to the Debtholders, such agent or attorney shall be conferred with all the same rights, indemnities, and immunities as the Loan Agent; (h) the Loan Agent shall not be liable for any action it takes or omits to take in good faith that it reasonably and prudently believes to be authorized or within its rights or powers hereunder; (i) the Loan Agent shall not be responsible for the accuracy of the books or records of, or for any acts or omissions of any Transfer Agent, any Calculation Agent (other than the Loan Agent itself acting in that capacity) or any Paying Agent (other than the Loan Agent itself acting in that capacity); (j) the Loan Agent shall not be liable for the actions or omissions of the Class A Lender, the Issuer, the Servicer, the Trustee, or the Note Administrator; and without limiting the foregoing, The Loan Agent shall not be under any obligation to verify compliance by any party hereto with the terms of this Indenture and Credit Agreement (other than itself) to verify or independently determine the accuracy of information received by it from the Servicer (or from any selling institution, agent bank, trustee or similar source) with respect to the Mortgage Assets; (k) to the extent any defined term hereunder, or any calculation required to be made or determined by the Loan Agent hereunder, is dependent upon or defined by reference to GAAP, the Loan Agent shall be entitled to request and receive (and rely upon) instruction from the Issuer or the accountants appointed pursuant to Section 16.11(g) as to the application of GAAP in such connection, in any instance; (l) the Loan Agent shall not have any responsibility to the Issuer or the Secured Parties hereunder to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of Independent accountants by the Issuer; (m) in determining any affiliations of the Class A Lender with any party hereto or otherwise, the Loan Agent shall be entitled to request and conclusively rely on a certification provided by the Class A Lender; (n) in no event shall the Loan Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Loan Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; (o) the Loan Agent shall not be required to give any bond or surety in respect of the execution of the trusts created hereby or the powers granted hereunder; (p) in no event shall the Loan Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture and Credit Agreement, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, any act or provision of any present or future governmental authority, labor disputes, disease, epidemic, pandemic, quarantine, national emergency, loss or malfunction of utilities or computer software or hardware, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility and other causes beyond the Loan Agent’s control, as applicable, whether or not of the same Class or kind as specifically named above; (q) except as otherwise expressly set forth in this Indenture and Credit Agreement, Wxxxx Fargo Bank, National Association, acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (i) Wxxxx Fargo Bank, National Association acting in any other capacity hereunder or in a capacity that is unrelated to the transactions contemplated by this Indenture and Credit Agreement, where some or all of the obligations performed in such capacities are performed by one or more employees within the same Corporate Trust Office of Wxxxx Fargo Bank, National Association or where the Corporate Trust Office responsible for performing the obligations in such capacities have one or more of the same Bank Officers; and (r) nothing herein shall require the Loan Agent to act in any manner that is contrary to applicable law.

Certain Rights of the Loan Agent. (a) Each of the rights, protections, benefits, immunities and indemnities afforded to the Trustee under the Indenture shall also apply to the Loan Agent under this Agreement, mutatis mutandis; provided that such rights, protections, benefits, immunities and indemnities shall be in addition to any rights, protection, benefits, immunities and indemnities provided herein or in any other document to which the Loan Agent is a party. (b) Except as otherwise provided in Section 16.106.1: (ai) the Loan Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; (bii) any request or direction of the Issuer Borrower mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer a Borrower Order, as the case may be; (ciii) whenever in the administration of this Agreement or the Indenture and Credit Agreement the Loan Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunderhereunder or thereunder, the Loan Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificatecertificate or Borrower Order; (div) as a condition to the taking or omitting of any action by it hereunder, the Loan Agent may consult with counsel (including with respect to and the advice of such counsel or any matters, other than factual matters, in connection with the execution by the Loan Agent Opinion of a supplemental indenture and credit agreement pursuant to Section 8.3) selected in good faith and with reasonable care and Counsel shall be deemed to have acted full and complete authorization and protection in good faith and shall not be subject to respect of any liability if action taken or omitted by it acts in reliance thereon, hereunder in good faith and in accordance with the advice or opinion issued by such counsel in connection therewithreliance thereon; (ev) the Loan Agent shall not be under any no obligation to exercise or to honor any of the rights or powers vested in it by this Indenture and Credit Agreement at the request or direction of Class A Lender pursuant to this Indenture and Credit Agreement, or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order request or direction of any Lender pursuant to this Agreement and the Class A Lender Indenture, unless the Class A such Lender shall have offered provided to the Loan Agent security or indemnity acceptable reasonably satisfactory to it the Loan Agent against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities which might reasonably be incurred by them it in compliance with such request or direction; (fvi) the Loan Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper documents or document, but the Loan Agent, upon the written direction of a Majority of the Lenders or of a Rating Agency, shall make such further inquiry or investigation into such facts or matters as shall be directed; provided, however, that if the payment within a reasonable time to the Loan Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Loan Agent, not assured to the Loan Agent by the security afforded to it by the terms of this Agreement, the Loan Agent may require indemnity reasonably satisfactory to the Loan Agent against such cost, expense or liability as a condition to taking any such action. The reasonable expense of every such inquiry or investigation shall be paid by the Borrower. The Loan Agent shall be entitled, on reasonable prior notice to the Borrower and the Collateral Manager, to examine the books and records relating to the Secured Loans and the Assets, personally or by agent or attorney, during the Borrower’s or the Collateral Manager’s normal business hours; provided that the Loan Agent shall, and shall cause its agents to, hold in confidence all such information, except (i) to the extent disclosure may be entitled required by law by any governmental authority and (ii) to rely conclusively thereonthe extent that the Loan Agent, in its sole discretion, may determine that such disclosure is consistent with its obligations hereunder and under the Indenture; provided, further, that the Loan Agent may disclose on a confidential basis any such information to its agents, attorneys and auditors in connection with the performance of its obligations hereunder; (gvii) the Loan Agent may execute any of the trusts rights, privileges or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and upon any such appointment of an agent or attorney and attorneys; provided that the Loan Agent shall not be responsible for any misconduct or negligence on the part of any attorney or agent appointed by it with reasonable care, provided that the Loan Agent will provide notice of any such appointment to the Debtholders, such agent or attorney shall be conferred appointed with all the same rights, indemnities, and immunities as the Loan Agent;due care by it hereunder. (hviii) the Loan Agent shall not be liable for any action it takes takes, suffers or omits to take in good faith that it reasonably and prudently believes to be authorized or within its rights or powers or within its discretion hereunder, other than acts or omissions constituting bad faith, willful misconduct or gross negligence of the Loan Agent’s duties hereunder; (iix) the permissive rights of the Loan Agent to perform any discretionary act enumerated in this Agreement shall not be treated as a duty and the Loan Agent shall not be answerable for other than its gross negligence, bad faith or willful misconduct; (x) the Loan Agent shall not be responsible or liable for the actions or omissions of, or any inaccuracies in the records of, any non-Affiliated custodian, transfer agent, paying agent or calculation agent (other than itself in such capacities), clearing agency, loan syndication, administrative or similar agent, DTC, Euroclear or Clearstream, or for the acts or omissions of the Collateral Manager or any Borrower, or any other Person (including compliance with Rule 17g-5 promulgated under the Exchange Act); (xi) the Loan Agent shall not be required to give any bond or surety in respect of the execution of this Agreement or the powers granted hereunder; (xii) in the event that the Bank is also acting in the capacity of Trustee or Calculation Agent hereunder, the rights, protections, immunities and indemnities afforded to the Loan Agent pursuant to this Article VI shall also be afforded to the Bank acting in such capacities; (xiii) the Loan Agent shall not be responsible for the accuracy delays or failures in performance resulting from acts beyond its control (such acts include but are not limited to acts of the books God, strikes, lockouts, riots, acts of war and interruptions, losses or records ofmalfunctions of utilities, computer (hardware or for any acts or omissions of any Transfer Agent, any Calculation Agent (other than the Loan Agent itself acting in that capacitysoftware) or any Paying Agent (other than the Loan Agent itself acting in that capacitycommunications services); (j) the Loan Agent shall not be liable for the actions or omissions of the Class A Lender, the Issuer, the Servicer, the Trustee, or the Note Administrator; and without limiting the foregoing, The Loan Agent shall not be under any obligation to verify compliance by any party hereto with the terms of this Indenture and Credit Agreement (other than itself) to verify or independently determine the accuracy of information received by it from the Servicer (or from any selling institution, agent bank, trustee or similar source) with respect to the Mortgage Assets; (kxiv) to the extent any defined term hereunder, or any calculation required to be made or determined by the Loan Agent hereunder, is dependent upon or defined by reference to GAAP, the Loan Agent shall be entitled to request and receive (and rely upon) instruction from the Issuer Borrower or the accountants appointed pursuant identified in an Accountants’ Report (and in the absence of its receipt of timely instruction therefrom, shall be entitled to Section 16.11(gobtain from an Independent accountant at the expense of the Issuer) as to the application of GAAP in such connection, in any instance; (lxv) the Loan Agent or its Affiliates are permitted to provide services and to receive additional compensation that could be deemed to be in the Loan Agent’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Xxxxxxxx Investments; if otherwise qualified, obligations of the Bank or any of its Affiliates shall not have any responsibility to the Issuer or the Secured Parties hereunder to make any inquiry or investigation qualify as to, and shall have no obligation in respect of, the terms of any engagement of Independent accountants by the Issuer;Eligible Investments hereunder; and (m) in determining any affiliations of the Class A Lender with any party hereto or otherwise, the Loan Agent shall be entitled to request and conclusively rely on a certification provided by the Class A Lender; (n) in no event shall the Loan Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Loan Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; (oxvi) the Loan Agent shall not be required to give any bond responsible for the preparation, filing, continuation or surety in respect correctness of the execution of the trusts created hereby financing statements or the powers granted hereunder;validity or perfection of any Lien or security interest. (pc) in no event shall the Loan Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture and Credit Agreement, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, any act or provision of any present or future governmental authority, labor disputes, disease, epidemic, pandemic, quarantine, national emergency, loss or malfunction of utilities or computer software or hardware, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility and other causes beyond the Loan Agent’s control, as applicable, whether or not of the same Class or kind as specifically named above; (q) except as otherwise expressly set forth in this Indenture and Credit Agreement, Wxxxx Fargo Bank, National Association, acting in any particular capacity hereunder will shall not be deemed to be imputed with have notice or knowledge of (i) Wxxxx Fargo Bank, National Association acting in any other capacity hereunder or in matter unless a capacity that is unrelated to the transactions contemplated by this Indenture and Credit Agreement, where some or all Trust Officer of the obligations performed in such capacities are performed Loan Agent responsible for the administration of this Agreement has actual knowledge thereof or unless written notice thereof is received by one or more employees within the same Loan Agent at the Corporate Trust Office of Wxxxx Fargo Bank, National Association or where the Corporate Trust Office responsible for performing the obligations in such capacities have one or more of the same Bank Officers; and (r) nothing herein shall require the Loan Agent to act in any manner that is contrary to applicable lawand such notice references the Secured Loans, the Lenders, the Borrower or this Agreement.

Certain Rights of the Loan Agent. Except as otherwise provided in Section 16.10: (a) the The Loan Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of either of the Issuer Co-Borrowers mentioned herein shall may be sufficiently evidenced by an Issuer Request or Issuer a Borrower Order, as the case may be; (c) whenever in the administration of this Indenture and Credit Agreement Agreement, the Loan Agent shall (i) deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Loan Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officer’s Certificate's certificate or Borrower Order or (ii) be required to determine the value of any Assets or funds hereunder or the cash flows projected to be received therefrom, the Loan Agent may, in the absence of bad faith on its part, rely on reports of nationally recognized accountants, investment bankers or other Persons qualified to provide the information required to make such determination, including nationally recognized dealers in securities of the type being valued and securities quotation services; (d) as a condition to the taking or omitting of any action by it hereunder, the Loan Agent may consult with counsel (including with respect to and the advice of such counsel or any matters, other than factual matters, in connection with the execution by the Loan Agent Opinion of a supplemental indenture and credit agreement pursuant to Section 8.3) selected in good faith and with reasonable care and Counsel shall be deemed to have acted full and complete authorization and protection in good faith and shall not be subject to respect of any liability if action taken or omitted by it acts in reliance thereon, hereunder in good faith and in accordance with the advice or opinion issued by such counsel in connection therewithreliance thereon; (e) the Loan Agent shall not be under any no obligation to exercise or to honor any of the rights or powers vested in it by this Indenture and Credit Agreement at the request or direction of Class A Lender pursuant to this Indenture and Credit Agreement, or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order request or direction of the Class A Lender any Lenders pursuant to this Agreement, unless the Class A Lender such Lenders shall have offered to the Loan Agent security or indemnity acceptable reasonably satisfactory to it the Loan Agent against the costs, expenses (including reasonable attorney's fees and expenses) and liabilities which might reasonably be incurred by them it in compliance with such request or direction; (f) the Loan Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper documents and shall be entitled to rely conclusively thereondocuments; (g) the Loan Agent may execute any of the trusts rights, privileges or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and upon any such appointment of an agent or attorney and attorneys; provided, that the Loan Agent shall not be responsible for any misconduct or negligence on the part of any attorney or agent appointed by it with reasonable care, provided that the Loan Agent will provide notice of any such appointment to the Debtholders, such agent or attorney shall be conferred with all the same rights, indemnities, and immunities as appointed by the Loan AgentAgent with due care; (h) the Loan Agent shall not be liable for any action it takes takes, suffers or omits to take in good faith that it reasonably and prudently believes to be authorized or within its rights or powers or within its discretion hereunder, other than acts or omissions constituting bad faith, willful misconduct or gross negligence of the Loan Agent's duties hereunder; (i) the permissive rights of the Loan Agent to perform any discretionary act enumerated in this Agreement shall not be treated as a duty and the Loan Agent shall not be answerable for other than its bad faith, gross negligence or willful misconduct; (j) nothing herein shall be construed to impose an obligation on the part of the Loan Agent to monitor, recalculate, evaluate or (absent manifest error) verify any report, certificate or information received from the Borrower, the Collateral Manager (unless and except to the extent otherwise expressly set forth herein), the Collateral Administrator or the Collateral Trustee; (k) the Loan Agent shall not be responsible or liable for the actions or omissions of, or any inaccuracies in the records of, any non-Affiliated custodian, transfer agent, paying agent or calculation agent (other than itself in such capacities), clearing agency, loan syndication, administrative or similar agent, DTC, Euroclear or Clearstream, or for the acts or omissions of the Collateral Manager or either of the Co-Borrowers; (l) the Loan Agent shall not be required to give any bond or surety in respect of the execution of this Agreement or the powers granted hereunder; (m) the Loan Agent shall not be responsible for the accuracy delays or failures in performance resulting from acts beyond its control (such acts include but are not limited to acts of the books God, strikes, lockouts, riots, acts of war and interruptions, losses or records ofmalfunctions of utilities, computer (hardware or for any acts or omissions of any Transfer Agent, any Calculation Agent (other than the Loan Agent itself acting in that capacitysoftware) or any Paying Agent (other than the Loan Agent itself acting in that capacitycommunications services); (j) the Loan Agent shall not be liable for the actions or omissions of the Class A Lender, the Issuer, the Servicer, the Trustee, or the Note Administrator; and without limiting the foregoing, The Loan Agent shall not be under any obligation to verify compliance by any party hereto with the terms of this Indenture and Credit Agreement (other than itself) to verify or independently determine the accuracy of information received by it from the Servicer (or from any selling institution, agent bank, trustee or similar source) with respect to the Mortgage Assets; (kn) to the extent any defined term hereunder, or any calculation required to be made or determined by the Loan Agent hereunder, is dependent upon or defined by reference to GAAP, the Loan Agent shall be entitled to request and receive (and rely upon) instruction from the Issuer Borrower or the accountants identified, which may or may not be the Independent accountants appointed by the Borrower pursuant to Section 16.11(g10.7 of the Indenture (and in the absence of its receipt of timely instruction therefrom, shall be entitled to obtain from an Independent accountant at the expense of the Borrower) as to the application of GAAP in such connection, in any instance; (lo) the Loan Agent or its Affiliates are permitted to provide services and to receive additional compensation that could be deemed to be in the Loan Agent's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Xxxxxxxx Investments; if otherwise qualified, obligations of the Bank or any of its Affiliates shall qualify as Eligible Investments under the Indenture; (p) The Loan Agent shall not have any responsibility obligation to determine: (i) if a Collateral Obligation meets the Issuer criteria or the Secured Parties hereunder to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of Independent accountants eligibility restrictions imposed by the Issuer;Indenture or (ii) if the Collateral Manager has not provided it with the information necessary for making such determination, whether the conditions specified in the definition of "Delivered" have been complied with; and (mq) in determining any affiliations of For all purposes hereunder and under the Class A Lender with any party hereto or otherwiseIndenture, the Loan Agent shall not be entitled deemed to request have notice or knowledge of any Event of Default unless a Trust Officer assigned to and conclusively rely on working in the Corporate Trust Office responsible for the administration of this Agreement has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default or a certification provided Default is received by a Trust Officer of the Class A Lender;Loan Agent at the Corporate Trust Office, and such notice references the Debt generally, either of the Co-Borrowers, this Agreement or the Indenture. For purposes of determining the Loan Agent's responsibility and liability hereunder, whenever reference is made in the Indenture to such an Event of Default or a Default, such reference shall be construed to refer only to such an Event of Default or a Default of which the Loan Agent is deemed to have notice as described in this clause. (nr) In addition to its rights, protections, benefits, immunities and indemnities provided herein, the rights, protections, benefits, immunities and indemnities afforded to the Collateral Trustee as set forth in the Indenture, including Article VI thereof, and the Calculation Agent under the Collateral Administration Agreement, shall also apply to the Loan Agent under this Agreement, mutatis mutandis; provided that the Loan Agent shall be held to the standard of conduct set forth in this Agreement and the foregoing shall not impose upon the Loan Agent any of the duties or standards of care (including without limitation any duties of a prudent person) of the Collateral Trustee or the Calculation Agent. The Loan Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the other applicable Collateral Documents to which it is a party and no implied covenants or obligations shall be read into this Agreement against the Loan Agent. (s) The Loan Agent shall not be responsible for the preparation, filing, continuation or correctness of any financing statement or perfection of any Lien or security interest. (t) The Loan Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Borrower, the Co-Borrower or the Collateral Manager in accordance with this Agreement and/or, to the extent permitted under this Agreement, the Lenders, relating to the time, method and place of exercising any power conferred upon such Loan Agent under this Agreement. In no event shall the Loan Agent be liable for special, punitiveindirect, indirect punitive or consequential loss or damage of any kind whatsoever (including but not limited to including, without limitation, lost profits), ) even if the Loan Agent has been advised of the likelihood of such loss or damage damages and regardless of the form of action; (o) . Whether or not therein expressly provided, every provision of the Agreement relating to the conduct or affecting the liability of or affording protection to the Loan Agent shall not be required to give any bond or surety in respect of the execution of the trusts created hereby or the powers granted hereunder; (p) in no event shall the Loan Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture and Credit Agreement, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, any act or provision of any present or future governmental authority, labor disputes, disease, epidemic, pandemic, quarantine, national emergency, loss or malfunction of utilities or computer software or hardware, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility and other causes beyond the Loan Agent’s control, as applicable, whether or not of the same Class or kind as specifically named above; (q) except as otherwise expressly set forth in this Indenture and Credit Agreement, Wxxxx Fargo Bank, National Association, acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (i) Wxxxx Fargo Bank, National Association acting in any other capacity hereunder or in a capacity that is unrelated subject to the transactions contemplated by provisions of this Indenture and Credit Agreement, where some or all of the obligations performed in such capacities are performed by one or more employees within the same Corporate Trust Office of Wxxxx Fargo Bank, National Association or where the Corporate Trust Office responsible for performing the obligations in such capacities have one or more of the same Bank Officers; and (r) nothing herein shall require the Loan Agent to act in any manner that is contrary to applicable lawSection 7.5.