Common use of Limitation of Duties Clause in Contracts

Limitation of Duties. The Custodian in its capacity as such: (a) in the course of its review of the Mortgage Files, shall not be required to make determinations (1) of a legal nature or (2) as to the authority of any officer or agent of the Master Servicer, Trustee or other entity who has executed (or certified with respect to) any document which is part of the Mortgage File; (b) shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed upon in writing by the parties hereto and shall use the same degree of care and skill as is reasonably expected of financial institutions acting in comparable capacities; (c) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, genuineness, ownership or transferability of any Mortgage Loans and will not be required to and will not make any representations as to the validity, value or genuineness of the Mortgage Loans; (d) 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 with reasonable indemnity; (e) may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document, or any security, delivered to it and reasonably believed by it to be genuine and to have been signed by the Master Servicer or the Trustee; (f) may rely on and shall be protected in acting upon the written instructions of the Master Servicer or the Trustee and such employees and representatives of the Master Servicer and the Trustee, as applicable, may hereinafter designate in writing; (g) may consult counsel satisfactory to it (including counsel for the Trustee or the Master Servicer) and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the opinion of such counsel (provided that the fees of such counsel in connection with such consultation and opinion shall be paid by the Custodian); and (h) 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 mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except in the case of a breach of any of the Custodian’s obligations hereunder, negligence or willful misconduct. The Custodian shall be held to the same standard of conduct, and shall be entitled to the same protections, privileges and immunities as other custodians acting in a custodial capacity are generally afforded. No covenant or agreement contained herein shall be deemed to be the covenant or agreement of any member of the Board of Directors, or any director, officer, agent, employee or representative of the Trustee, Master Servicer or the Custodian in his or her individual capacity and none of such persons shall be subject to any personal liability or accountability by reason of the execution of this Agreement, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty, or otherwise.

Limitation of Duties. The Custodian in its capacity as suchAs Exchange Agent hereunder the Exchange Agent: (a) in the course of its review of the Mortgage Files, shall not be required to make determinations (1) of a legal nature or (2) as to the authority of any officer or agent of the Master Servicer, Trustee or other entity who has executed (or certified with respect to) any document which is part of the Mortgage File; (b) shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed upon in writing by the parties hereto and shall use the same degree of care and skill as is reasonably expected of financial institutions acting in comparable capacitiesherein; (cb) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, genuineness, ownership value or transferability genuineness of any Mortgage Loans Old Notes or New Notes or any Letter of Transmittal or other document deposited with or delivered to the Exchange Agent hereunder or any signature or endorsement in connection therewith and will not be required to and will not make any representations representation as to the their validity, value or genuineness of the Mortgage Loansgenuineness; (dc) shall not be obligated to take any legal action hereunder which might in its the judgment of the Exchange Agent involve any expense or liability unless it has the Exchange Agent shall have been furnished with reasonable indemnityindemnity acceptable to it; (ed) may rely on and shall be protected in acting in good faith reliance upon any certificate, instrument, opinion, notice, letter, telegram or other document, document or any security, security delivered to it and reasonably the Exchange Agent believed by it in good faith to be genuine and to have been signed by the Master Servicer proper party or the Trusteeparties; (fe) shall not be liable for any action taken or omitted by the Exchange Agent, or any action suffered by it to be taken or omitted, without gross negligence, bad faith or willful misconduct on its part, by reason of or as a result of the administration of its duties hereunder, and it may rely on and shall be protected in acting in good faith reliance upon the written instructions of any person believed by it in good faith to be a proper officer or representative of IMPSAT relating to the Master Servicer or Exchange Agent's duties hereunder; (f) may apply to IMPSAT for written instructions with respect to any matter arising in connection with the Trustee Exchange Agent's duties and such employees obligations arising under this Agreement, and representatives the application by the Exchange Agent for written instructions from IMPSAT may, at the option of the Master Servicer Exchange Agent, set forth in writing any action proposed to be taken or omitted by the Exchange Agent with respect to its duties or obligations under this Agreement and the Trusteedate or dates on or after which such action shall be taken, and the Exchange Agent shall not be liable for any action taken or omitted in accordance with a proposal included in any such application on or after the date specified therein (which date shall not, without IMPSAT's consent, be less than five business days after IMPSAT is deemed to have received such application) unless, prior to taking or omitting any such action, the Exchange Agent has received written instructions from IMPSAT in response to such application specifying the action to be taken or omitted. The right conferred by this Paragraph 8(f) shall be restricted by the requirement of Paragraph 3 hereof that, with respect to defects in any Letter of Transmittal or accompanying document, the Exchange Agent shall take such steps as applicable, may hereinafter designate in writing;it shall deem reasonable and appropriate to correct the same before applying to IMPSAT under this Paragraph 8(f) for instructions; and (g) may consult counsel satisfactory to it (including counsel for the Trustee or the Master Servicer) Exchange Agent and IMPSAT, and the opinion of such 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 the opinion of such counsel (provided that the fees of such counsel in connection with such consultation and opinion shall be paid by the Custodian); and (h) 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 mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except in the case of a breach of any of the Custodian’s obligations hereunder, negligence or willful misconduct. The Custodian shall be held to the same standard of conduct, and shall be entitled to the same protections, privileges and immunities as other custodians acting in a custodial capacity are generally afforded. No covenant or agreement contained herein shall be deemed to be the covenant or agreement of any member of the Board of Directors, or any director, officer, agent, employee or representative of the Trustee, Master Servicer or the Custodian in his or her individual capacity and none of such persons shall be subject to any personal liability or accountability by reason of the execution of this Agreement, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty, or otherwisecounsel.

Limitation of Duties. The Custodian in its capacity as suchAs Exchange Agent hereunder, the Exchange Agent: (a) in the course of its review of the Mortgage Files, shall not be required to make determinations (1) of a legal nature or (2) as to the authority of any officer or agent of the Master Servicer, Trustee or other entity who has executed (or certified with respect to) any document which is part of the Mortgage File; (b) shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed upon in writing by the parties hereto and shall use the same degree of care and skill as is reasonably expected of financial institutions acting in comparable capacitiesherein; (cb) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, genuineness, ownership value or transferability genuineness of any Mortgage Loans Old Notes or New Notes or any Letter of Transmittal or other document deposited with or delivered to the Exchange Agent hereunder or any signature or endorsement in connection therewith and will not be required to and will not make any representations representation as to the their validity, value or genuineness of the Mortgage Loansgenuineness; (dc) shall not be obligated to take any legal action hereunder which that might in its the judgment of the Exchange Agent involve any expense or liability unless it has the Exchange Agent shall have been furnished with reasonable indemnityindemnity acceptable to it; (ed) may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document, document or any security, security delivered to it and reasonably believed by it the Exchange Agent without gross negligence, bad faith or without misconduct to be genuine and to have been signed by the Master Servicer proper party or the Trusteeparties; (fe) shall not be liable for any action taken or omitted by the Exchange Agent, or any action suffered by it to be taken or omitted, without gross negligence, bad faith or willful misconduct on its part, by reason of or as a result of the administration of its duties hereunder, and it may rely on and shall be protected in acting upon the written instructions of any person reasonably believed by it to be a proper officer or representative of Armco relating to the Master Servicer or Exchange Agent's duties hereunder; (f) may apply to Armco for written instructions with respect to any matter arising in connection with the Trustee Exchange Agent's duties and such employees obligations arising under this Agreement, and representatives the application by the Exchange Agent for written instructions from Armco may, at the option of the Master Servicer Exchange Agent, set forth in writing any action proposed to be taken or omitted by the Exchange Agent with respect to its duties or obligations under this Agreement and the Trusteedate or dates on or after which such action shall be taken, and the Exchange Agent shall not be liable for any action taken or omitted in accordance with a proposal included in any such application on or after the date specified therein (which date shall not, without Armco's consent, be less than five business days after Armco is deemed to have received such application) unless, prior to taking or omitting any such action, the Exchange Agent has received written instructions from Armco in response to such application specifying the action to be taken or omitted. The right conferred by this Paragraph 8(f) shall be restricted by the requirement of Paragraph 3 hereof that, with respect to defects in any Letter of Transmittal or accompanying document, the Exchange Agent shall take such steps as applicable, may hereinafter designate in writing;it shall deem reasonable and appropriate to correct the same before applying to Armco under this Paragraph 8(f) for instructions; and (g) may consult counsel satisfactory to it (including counsel for the Trustee or the Master Servicer) Exchange Agent and Armco, and the opinion of such 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 the opinion of such counsel (provided that the fees of such counsel in connection with such consultation and opinion shall be paid by the Custodian); and (h) 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 mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except in the case of a breach of any of the Custodian’s obligations hereunder, negligence or willful misconduct. The Custodian shall be held to the same standard of conduct, and shall be entitled to the same protections, privileges and immunities as other custodians acting in a custodial capacity are generally afforded. No covenant or agreement contained herein shall be deemed to be the covenant or agreement of any member of the Board of Directors, or any director, officer, agent, employee or representative of the Trustee, Master Servicer or the Custodian in his or her individual capacity and none of such persons shall be subject to any personal liability or accountability by reason of the execution of this Agreement, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty, or otherwisecounsel.

Limitation of Duties. The Custodian Collateral Agents shall not have any duties or responsibilities except those expressly set forth in its capacity as such: (a) this Agreement and in the course documents giving rise to the Security, and the Collateral Agents shall have no obligation to recognize nor have any liability or responsibility arising under any other document or agreement to which it is not a party, notwithstanding that reference thereto may be made herein. The Collateral Agents and their officers, directors, employees, affiliates, attorneys or agents shall not be liable for any action taken or omitted to be taken under or in connection with this Agreement or the Security, unless such act or omission constitutes its gross negligence or willful misconduct, as determined by a court of its review competent jurisdiction by a final and non-appealable judgment. The duties of the Mortgage FilesCollateral Agents shall be mechanical and administrative in nature; the Collateral Agents shall not have, by reason of this Agreement or the Security, a fiduciary relationship with the Purchasers and nothing in this Agreement or the Security, express or implied, is intended to or shall be construed as to impose upon the Collateral Agents any obligation except as expressly set forth in this Agreement or the Security. The permissive rights of the Collateral Agents enumerated herein shall not be construed as duties. The Collateral Agents shall not have any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Collateral Agents are instructed in writing to exercise by the Purchasers; provided that the Collateral Agents shall not be required to take any action that, in their opinion or the opinion of their counsel, may expose the Collateral Agents to liability or that is contrary to any Offtake Document. The Collateral Agents shall not be responsible for any recitals, statements, representations or warranties in any of the Security, or which may be contained in any other document subsequently received by the Collateral Agents or the Purchasers from or on behalf of any of the debtors or for the authorization, execution, delivery, effectiveness, genuineness, validity, enforceability, registration or perfection of any of the Security, and the Collateral Agents shall not be required to make determinations (1) of a legal nature any disclosure, inquiry concerning the performance or (2) as to the authority of observance by any officer or agent of the Master Servicer, Trustee or other entity who has executed (or certified with respect to) any document which is part of the Mortgage File; (b) shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed upon in writing by the parties hereto and shall use the same degree of care and skill as is reasonably expected of financial institutions acting in comparable capacities; (c) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, genuineness, ownership or transferability of any Mortgage Loans and will not be required to and will not make any representations as to the validity, value or genuineness of the Mortgage Loans; (d) 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 with reasonable indemnity; (e) may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document, or any security, delivered to it and reasonably believed by it to be genuine and to have been signed by the Master Servicer or the Trustee; (f) may rely on and shall be protected in acting upon the written instructions of the Master Servicer or the Trustee and such employees and representatives of the Master Servicer and the Trustee, as applicable, may hereinafter designate in writing; (g) may consult counsel satisfactory to it (including counsel for the Trustee or the Master Servicer) and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the opinion of such counsel (provided that the fees of such counsel in connection with such consultation and opinion shall be paid by the Custodian); and (h) 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 mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except in the case of a breach Seller Group Entities of any of the Custodian’s obligations hereunderterms, negligence provisions or willful misconduct. The Custodian shall be held to the same standard of conduct, and shall be entitled to the same protections, privileges and immunities as other custodians acting in a custodial capacity are generally afforded. No covenant or agreement contained herein shall be deemed to be the covenant or agreement conditions of any member of the Board of Directors, or any director, officer, agent, employee or representative of the Trustee, Master Servicer or the Custodian in his or her individual capacity and none of such persons shall be subject to any personal liability or accountability by reason of the execution of this Agreement, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty, or otherwiseSecurity.

Limitation of Duties. The Custodian in its capacity as such: (a) in the course of its review of the Mortgage Files, shall not be required to make determinations (1) of a legal nature or (2) as to the authority of any officer or agent of the Master Servicer, Trustee or other entity who has executed (or certified with respect to) any document which is part of the Mortgage File; (b) shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed upon in writing by the parties hereto and shall use the same degree of care and skill as is reasonably expected of financial institutions acting in comparable capacities; (c) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, genuineness, ownership or transferability of any Mortgage Loans and will not be required to and will not make any representations as to the validity, value or genuineness of the Mortgage Loans; (d) 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 with reasonable indemnity; (e) may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document, or any security, delivered to it and reasonably believed by it to be genuine and to have been signed by the Master Servicer or the Trustee; (f) may rely on and shall be protected in acting upon the written instructions of the Master Servicer or the Trustee and such employees and representatives of the Master Servicer and the Trustee, as applicable, may hereinafter designate in writing; (g) may consult counsel satisfactory to it (including counsel for the Trustee or the Master Servicer) and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the opinion of such counsel (provided that the fees of such counsel in connection with such consultation and opinion shall be paid by the Custodian); and (h) 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 mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except in the case of a breach of any of the Custodian’s obligations hereunder, negligence or willful misconduct. The Custodian shall be held to the same standard of conduct, and shall be entitled to the same protections, privileges and immunities as other custodians acting in a custodial capacity are generally afforded. No covenant or agreement contained herein shall be deemed to be the covenant or agreement of any member of the Board of Directors, or any director, officer, agent, employee or representative of the Trustee, Master Servicer or the Custodian in his or her individual capacity and none of such persons shall be subject to any personal liability or accountability by reason of the execution of this Agreement, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty, or otherwise.

Limitation of Duties. The Custodian in its capacity as suchCollateral Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, the Collateral Agent: (a) in the course of its review of the Mortgage Files, shall not be required subject to make determinations (1) of a legal nature or (2) as to the authority of any officer or agent of the Master Servicer, Trustee fiduciary or other entity who implied duties, regardless of whether an Event of Default has executed (or certified with respect to) any document which occurred and is part of the Mortgage Filecontinuing; (b) shall not have no duties any duty to take any discretionary action or obligations other than those specifically set forth herein or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Collateral Agent is required to exercise as may subsequently be agreed upon directed in writing by in accordance with the parties hereto and Indenture Documents; provided that the Collateral Agent shall use not be required to take any action that, in its opinion or the same degree opinion of care and skill as its counsel, may expose the Collateral Agent to liability, for which it is reasonably expected of financial institutions acting in comparable capacitiesnot indemnified to its satisfaction, or that is contrary to this Agreement or applicable law; (c) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, genuineness, ownership or transferability of any Mortgage Loans and will shall not be required to and will liable for any action taken or not make any representations as to taken by it (1) with the validity, value consent or genuineness at the request of the Mortgage LoansInstructing Group or (2) in the absence of its own gross negligence, willful misconduct or bad faith or (3) in reliance on a certificate of an authorized officer of the Issuer stating that such action is permitted by the terms of this Agreement or the Indenture Documents; (d) shall not be obligated responsible for or have any duty to take ascertain or inquire into (1) any legal action hereunder which might statement, warranty or representation made in its judgment involve any expense or liability unless it has been furnished in connection with reasonable indemnity; this Agreement, (e2) may rely on and shall be protected in acting upon the contents of any certificate, instrument, opinion, notice, letter, telegram report or other document, document delivered hereunder or any security, delivered to it and reasonably believed by it to be genuine and to have been signed by the Master Servicer thereunder or the Trustee; (f) may rely on and shall be protected in acting upon the written instructions of the Master Servicer or the Trustee and such employees and representatives of the Master Servicer and the Trustee, as applicable, may hereinafter designate in writing; (g) may consult counsel satisfactory to it (including counsel for the Trustee or the Master Servicer) and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the opinion of such counsel (provided that the fees of such counsel in connection with such consultation and opinion shall be paid by the Custodian); and (h) shall not be liable for any error of judgment, herewith or for any act done or step taken or omitted by it, in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except in (3) the case of a breach performance or observance by any other Person of any of the Custodian’s obligations hereundercovenants, negligence agreements or willful misconduct. The Custodian shall be held to other terms or conditions set forth herein or therein or the same standard of conduct, and shall be entitled to the same protections, privileges and immunities as other custodians acting in a custodial capacity are generally afforded. No covenant or agreement contained herein shall be deemed to be the covenant or agreement occurrence of any member Default or Event of Default, (4) the Board of Directorsvalidity, enforceability, effectiveness or any director, officer, agent, employee or representative of the Trustee, Master Servicer or the Custodian in his or her individual capacity and none of such persons shall be subject to any personal liability or accountability by reason of the execution genuineness of this Agreement, whether by virtue any other Collateral Document or any other agreement, instrument or document, or the creation, perfection or priority of any constitution, statute or rule of law or Lien purported to be created by the enforcement security interest, (5) the value or the sufficiency of any assessment Collateral or penalty(6) the satisfaction of any condition set forth in any agreement, or otherwiseother than to confirm receipt of items expressly required to be delivered to the Collateral Agent.

Limitation of Duties. The Custodian in its capacity as suchDisbursing Agent: (a) in the course of its review of the Mortgage Files, shall not be required to make determinations (1) of a legal nature or (2) as to the authority of any officer or agent of the Master Servicer, Trustee or other entity who has executed (or certified with respect to) any document which is part of the Mortgage File; (b) shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed upon specified in writing by the parties hereto and shall use the same degree of care and skill as is reasonably expected of financial institutions acting in comparable capacitiesthis agreement; (cb) will be regarded considered as making no representations representation and having no responsibilities as to the validity, sufficiency, value, genuineness, ownership or transferability genuineness of any Mortgage Loans Certificate or any shares represented by any Stock Certificate or any obligation represented by any Debenture deposited with the Disbursing Agent and will not be required to to, and will not not, make any representations a representation as to the validity, value or genuineness validity of the Mortgage LoansMerger or the value of any CEI shares or any Debenture; (dc) shall not be obligated to take any legal action hereunder which might under this agreement that might, in its judgment judgment, involve any expense or liability liability, unless it has been furnished with reasonable indemnity; (d) may rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter, telegram, or other document, or any security, delivered to the Disbursing Agent, and in good faith believed by the Disbursing Agent to be genuine and to have been signed by the proper party or parties; (e) may rely on and shall be protected in acting upon the written or oral instructions of CEI, SNFC, any certificateof their counsel, instrumentincluding, opinionbut not limited to, noticeXxx X. Xxxx, letterXx., telegram and Xxxxxxx Xxxxxx, respectively, and authorized employees or other document, representatives that one or any security, more of the foregoing corporations identify in a writing delivered to it and reasonably believed by it the Disbursing Agent that bears the signature of the employee or representative on whom one or more of the corporations authorize the Disbursing Agent to be genuine and to have been signed by the Master Servicer or the Trusteerely; (f) may rely on and shall be protected in acting upon the written instructions of the Master Servicer or the Trustee and such employees and representatives of the Master Servicer and the Trustee, as applicable, may hereinafter designate in writing; (g) may consult counsel satisfactory to it the Disbursing Agent (including counsel for the Trustee CEI or the Master ServicerSNFC) and rely on the opinion of such counsel shall be as full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder the Disbursing Agent in good faith and in accordance with the opinion of such counsel counsel; (provided that g) has no knowledge of the fees of such counsel Acquisition Agreement or the transaction taking place between SNFC and CEI beyond the facts specifically enumerated in connection with such consultation and opinion shall be paid by the Custodian)this Escrow Agreement; and (h) has the right, in its discretion, to resign as escrow agent hereunder at any time, by giving at least thirty (30) days' prior written notice of such resignation to SNFC, each Stockholder, each Converting Debentureholder, and each holder of an outstanding Debenture. In such event SNFC will promptly select another bank with offices in the state of Florida or Alabama with capital, surplus and undivided profits of not less than One Hundred Million Dollars ($100,000,000), which will be appointed as successor Disbursing Agent, and will enter into an agreement with such other bank in substantially the form of this Escrow Agreement. Resignation by the Disbursing Agent shall relieve the Disbursing Agent of any responsibility or duty thereafter arising hereunder, but shall not be liable relieve the Disbursing Agent of responsibility to account to SNFC, CEI and the Certificateholders for any error of judgment, or for any act done or step taken or omitted funds received by it, in good faith, or for any mistake of fact or law, or for anything which it may do or refrain the Disbursing Agent from doing in connection therewith, except in the case of a breach of any of the Custodian’s obligations hereunder, negligence or willful misconduct. The Custodian shall be held SNFC and CEI prior to the same standard effective date of conductsuch resignation. If a substitute for the Disbursing Agent hereunder shall not have been selected, and as aforesaid, the Disbursing Agent shall be entitled to petition any court of competent jurisdiction for the same protectionsappointment of a substitute for it hereunder or, privileges in the alternative, it may transfer and immunities as other custodians acting deliver the funds deposited in a custodial capacity are generally affordedthe Disbursing Account to or upon the order of such court. No covenant or agreement contained herein The Disbursing Agent shall be deemed discharged from all further duties hereunder upon acceptance by the substitute of its duties hereunder or upon transfer and delivery of the said funds in said Disbursing Account to be or upon the covenant or agreement order of any member of court and shall thereupon refund to SNFC, pro rata, any compensation paid in advance to the Board of Directors, or any director, officer, agent, employee or representative of the Trustee, Master Servicer or the Custodian in his or her individual capacity and none of such persons shall be subject to any personal liability or accountability Disbursing Agent by reason of the execution of this Agreement, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty, or otherwiseSNFC.

Limitation of Duties. The Custodian in its capacity as such: (a) in the course of its review of the Mortgage Files, shall not be required to make determinations (1) of a legal nature or (2) as to the authority of any officer or agent of the Master Servicer, Trustee or other entity who has executed (or certified with respect to) any document which is part of the Mortgage File; (b) shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed upon in writing by the parties hereto and shall use the same degree of care and skill as is reasonably expected of financial institutions acting in comparable capacities; (c) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, genuineness, ownership or transferability of any Mortgage Loans and will not be required to and will not make any representations as to the validity, value or genuineness of the Mortgage Loans; (d) 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 with reasonable indemnity; (e) may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document, or any security, delivered to it and reasonably believed by it to be genuine and to have been signed by the Master Servicer or the Trustee; (f) may rely on and shall be protected in acting upon the written instructions of the Master Servicer or the Trustee and such employees and representatives of the Master Servicer and the Trustee, as applicable, may hereinafter designate in writing; (g) may consult counsel satisfactory to it (including counsel for the Trustee or the Master Servicer) and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the opinion of such counsel (provided that the fees of such counsel in connection with such consultation and opinion shall be paid by the Custodian); and (h) 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 mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except in the case of a breach of any of the Custodian’s 's obligations hereunder, negligence or willful misconduct. The Custodian shall be held to the same standard of conduct, and shall be entitled to the same protections, privileges and immunities as other custodians acting in a custodial capacity are generally afforded. No covenant or agreement contained herein shall be deemed to be the covenant or agreement of any member of the Board of Directors, or any director, officer, agent, employee or representative of the Trustee, Master Servicer or the Custodian in his or her individual capacity and none of such persons shall be subject to any personal liability or accountability by reason of the execution of this Agreement, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty, or otherwise.