Common use of Limitation of Custodian’s Duties Clause in Contracts

Limitation of Custodian’s Duties. The Custodian shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by the parties hereto. The Custodian: (a) may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such opinion of counsel; and shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, unless it shall be provided that the Custodian was negligent in ascertaining the pertinent facts; (b) shall use the same degree of care and skill as is reasonably expected of financial institutions acting in comparable capacities, provided that this subsection shall not be interpreted to impose upon the Custodian a higher standard of care than that set forth herein; (c) will be regarded as making no representations and having no responsibilities as to the validity, perfectibility, sufficiency, value, genuineness, ownership or transferability of the Mortgage Loans, and will not be required to and will not make any representations as to the validity, value, perfectibility, genuineness, ownership or transferability of the Mortgage Loans; (d) may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, letter, facsimile or other document delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties; may rely on and shall be protected in acting upon the written instructions of the Trustee and such employees and representatives of the Trustee as the Trustee may hereinafter designate in writing;

Limitation of Custodian’s Duties. The Custodian shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by the parties hereto. The Custodian: (a) may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such opinion of counsel; and shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, unless it shall be provided that the Custodian was negligent in ascertaining the pertinent facts; (b) shall use the same degree of care and skill as is reasonably expected of financial institutions acting in comparable capacities, provided that this subsection shall not be interpreted to impose upon the Custodian a higher standard of care than that set forth herein; (c) will be regarded as making no representations and having no responsibilities as to the validity, perfectibility, sufficiency, value, genuineness, ownership or transferability of the Mortgage Loans, and will not be required to and will not make any representations as to the validity, value, perfectibility, genuineness, ownership or transferability of the Mortgage Loans; (d) may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, letter, facsimile or other document delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties; may rely on and shall be protected in acting upon the written instructions of the Trustee and such employees and representatives of the Trustee as the Trustee may hereinafter designate in writing; (g) shall not be responsible for the validity and perfection of the Trustee’s security interest in the Mortgage Loans hereunder, other than the Custodian’s obligation to take possession of the Mortgage Files as set forth in Section 3.1 hereof, and makes no representation or warranty with respect to, the validity, adequacy or perfection of any lien upon or security interest in any Mortgage File;

Limitation of Custodian’s Duties. The Custodian shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by the parties hereto. The recitals contained herein shall not be taken as statements of the Custodian. The Custodian: (a) may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such opinion Opinion of counselCounsel; and shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, unless it shall be provided that the Custodian was negligent in ascertaining the pertinent factsexcept for its own negligence, bad faith, or willful misconduct (as agreed to by such party or as otherwise determined by a court of competent jurisdiction); (b) shall use the same degree of reasonable care and skill as is reasonably expected of financial institutions acting in comparable capacities, provided that this subsection shall not be interpreted to impose upon the Custodian a higher standard of care than that set forth hereinabove; (c) will shall be regarded as making no representations and having no responsibilities (except as expressly set forth herein) as to the validity, perfectibility, sufficiency, value, genuineness, ownership or transferability of the Mortgage LoansAssets, and will shall not be required to and will shall not make any representations as to the validity, value, perfectibility, genuineness, ownership or transferability of the Mortgage LoansAssets; (d) may rely on and shall be protected in acting upon any certificate, instrument, opinionOpinion of Counsel, notice, letter, facsimile or other document delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties; , and may rely on and shall be protected in acting in good faith upon the written instructions of the Trustee Program Manager or the Legal Title Trustee, as applicable, and such employees and representatives of the Trustee Program Manager or the Legal Title Trustee, as the Program Manager or the Legal Title Trustee may hereinafter designate in writing; (e) shall not be responsible for the legality, validity, adequacy and perfection of the Legal Title Trustee’s security interest in the Mortgage Assets hereunder, other than the Custodian’s obligation to take possession of the Asset Files as set forth in Section 3.1 hereof, and makes no representation or warranty with respect to the legality, validity, adequacy or perfection of any lien upon or security interest in any Asset File; (f) shall have no responsibility or duty with respect to any Asset Files while not in its custody; (g) shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, Opinion of Counsel, certificate, statement, acknowledgement, consent, order or document in the Asset File; (h) shall not be liable with respect to any action taken or omitted to be taken in accordance with any written direction, instruction, acknowledgement or consent from the Program Manager or the Legal Title Trustee, as applicable; (i) shall not be responsible for preparing or filing any reports or returns relating to federal, state or local income taxes with respect to this Custodial Agreement, other than for the Custodian’s compensation or for reimbursement of expenses; (j) shall have no duty to qualify to do business in any jurisdiction, other than (i) any jurisdiction where any Asset File is or may be held by the Custodian from time to time hereunder, and (ii) any jurisdiction where its ownership of property or conduct of business requires such qualification and where failure to qualify could have a material adverse effect on the Legal Title Trustee, the Program Manager, the Custodian or its property or business or on the ability of the Custodian to perform it duties hereunder; (k) shall have no duty to ascertain whether or not any cash amount or payment has been received by the Legal Title Trustee, any purchaser, seller, applicable Servicer, or any other third person; (l) shall not be deemed to have actual or constructive knowledge of the contents of any report or other document delivered to it unless the Custodian is expressly required hereunder to review and confirm the accuracy of the contents thereof; (m) shall not be responsible for the acts or omissions of the other parties hereto, and may assume performance absent receipt of written notice or actual knowledge by a Custody Officer to the contrary; (n) shall not be required to take notice or be deemed to have notice or knowledge of any default, unless a Custody Officer obtains actual knowledge or written notice of such default. In the absence of such actual knowledge or notice, the Custodian may conclusively assume that there is no default; and (o) shall be under no obligation to take any action in the performance of its duties hereunder that would be in violation of applicable law. The provisions of this Section 4.3 shall survive the resignation or removal of the Custodian and the termination or assignment of this Custodial Agreement.

Limitation of Custodian’s Duties. The No provision of this Supplement shall be construed to relieve the Custodian from liability for its own gross negligence or willful misconduct; provided, however, that the Custodian: (a) shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by the parties hereto. The Custodian:; (ab) except as expressly set forth or required herein, will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, completeness, value, genuineness, ownership or transferability of the 2007-B Contracts, and will not be required to and will not make any representations as to the validity, value or genuineness of the 2007-B Contracts, and the Custodian shall not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability unless it has been furnished reasonable indemnity therefor; (c) may rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties; (d) may rely conclusively on and shall be protected in acting upon the written instructions of the Registered Pledgee or the SUBI Control Party and such employees and representatives of any thereof, given in accordance with the provisions of this Supplement; (e) may consult with counsel satisfactory to it and any Opinion opinion of Counsel counsel shall be full and complete authorization and protection in respect of any action taken, suffered suffered, or omitted by it hereunder in good faith and in accordance with such opinion of counsel; and ; (f) shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, unless it shall be provided proved that the Custodian was grossly negligent in ascertaining the pertinent facts;; and (bg) shall use the same degree of care and skill as is reasonably expected of financial institutions acting in comparable capacities, provided that this subsection shall not be interpreted to impose upon the Custodian a higher standard of care than that set forth herein; (c) will be regarded as making no representations and having no responsibilities as to the validity, perfectibility, sufficiency, value, genuineness, ownership or transferability of the Mortgage Loans, and will not be required to and will not make risk or expend its own funds or otherwise incur any representations as to financial liability in the validityperformance of any of its duties or in the exercise of its rights or powers hereunder, valueunless the Custodian shall have reasonable assurance of repayment or adequate indemnification for any such related expenses, perfectibility, genuineness, ownership risks or transferability of the Mortgage Loans; (d) may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, letter, facsimile or other document delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties; may rely on and shall be protected in acting upon the written instructions of the Trustee and such employees and representatives of the Trustee as the Trustee may hereinafter designate in writing;liabilities.