Common use of Reliance of Custodian Clause in Contracts

Reliance of Custodian. (a) In the absence of bad faith on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Custodian, believed by the Custodian to have been signed or presented by an Authorized Representative and conforming in form only to the requirements of this Custodial Agreement; but in the case of any certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with the requirements of this Custodial Agreement. (b) In the absence of bad faith on the part of the Custodian, the Custodian may rely upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or any other communication believed by the Custodian to be genuine and to have been signed or made by an Authorized Representative. (c) This Section shall not be construed to limit the effect of any provision of this Custodial Agreement respecting the rights or remedies of the Custodian or any other right of the Custodian. (d) No provision of this Agreement shall require Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not reasonably assured to it. (e) Any corporation into which Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which Custodian shall be a party, or any corporation succeeding to the business of Custodian shall be the successor of Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Reliance of Custodian. (a) In the absence of bad faith on the part of the Custodian, the The Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instructions, direction, certificate, opinion or opinion other document furnished to the Custodian, believed by the Custodian to have been signed or presented by an Authorized Representative and conforming in form only to the requirements of this Custodial Agreement; but in the case of any certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with the requirements of this Custodial Agreement. (b) In the absence of bad faith on the part of the Custodian, the Custodian may rely upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or any other communication reasonably believed by the Custodian to be genuine and to have been signed or made presented by an Authorized Representative.the proper party or parties and conforming to the requirements of this Agreement; (b) The Custodian shall have no duties or responsibilities except those that are specifically set forth in this Agreement. The Custodian shall have no responsibility nor duty with respect to any Mortgage File while such Mortgage File is not in its possession. If the Custodian requests instructions from the Trustee with respect to any act, action or failure to act in connection with this Agreement, the Custodian shall be entitled to refrain from acting unless and until the Custodian shall have received written instructions from the Trustee with respect to a Mortgage File without incurring any liability therefor to the Trustee or any other Person; (c) This Section The Custodian shall not be construed to limit the effect liable for an error of any provision of this Custodial Agreement respecting the rights judgment made in good faith by a Responsible Officer or remedies Responsible Officers of the Custodian or any other right of unless it shall be proved that the Custodian.Custodian was negligent in ascertaining the pertinent facts; (d) No provision of Anything in this Agreement to the contrary notwithstanding, in no event shall require the Custodian 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 Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action and whether or not any such damages were foreseeable or contemplated; (e) The Custodian shall not be required to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the performance of any of its duties under this Agreement hereunder if it shall have reasonable grounds for believing that the repayment of such funds or adequate indemnity satisfactory to it is not reasonably assured to it.; (ef) The Custodian may consult with counsel and any advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (g) The Custodian makes no representations and has no responsibilities as to (i) the validity, legality, enforceability, recordability, sufficiency, due authorization or genuineness of any of the documents contained in the Mortgage Files or any of the Mortgage Loans or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan; (h) Neither the Custodian nor any of this directors, officers, agents or employees shall be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement. The obligations of the Custodian or any of its directors, officers, agents or employees shall be determined solely by the express provisions of this Agreement. No representation, warranty, covenant, agreement, obligation or duty of the Custodian or any of its directors, officers, agents or employees shall be implied with respect to this Agreement or the Custodian's services hereunder; (i) The Custodian, its directors, officers and employees shall be under no duty or obligation to inspect, review or examine the Mortgage Files to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they have been actually recorded or that they are other than what they purport to be on their face; (j) Any corporation into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any corporation succeeding to the business of the Custodian shall be the successor of the Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary herein notwithstanding.

Reliance of Custodian. (ai) In the absence of bad faith on the part of the Custodian, the The Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instructions, certificate, opinion or opinion other document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative the proper party or parties and conforming in form only to the requirements of this Custodial Agreement; but in the case of any loan document or other request, instruction, document or certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with to determine, subject to the limitations on the Custodian’s obligations set forth herein, whether or not it conforms to the requirements of this Custodial Agreement. (bii) In The Custodian shall have no duties or responsibilities except those that are specifically set forth in this Agreement. The Custodian shall have no responsibility nor duty with respect to any Custodial File while such Custodial File is not in its possession. If the absence of bad faith on Custodian requests instructions from the part of the CustodianTrustee with respect to any act, action or failure to act in connection with this Agreement, the Custodian may rely upon shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Custodian shall have received written instructions from the Trustee with respect to a Custodial File without incurring any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon liability therefor to the Trustee or any other communication believed by the Custodian to be genuine and to have been signed or made by an Authorized RepresentativePerson. (ciii) This Section Other than as provided herein, neither the Custodian nor any of its directors, officers, agents or employees shall be liable for any action or omission to act hereunder except for its or their own negligence or lack of good faith or willful misconduct. In no event shall the Custodian or any of its directors, officers, agents or employees have any responsibility to ascertain or take action except as expressly provided herein. (iv) Neither the Custodian nor any of its directors, officers, agents or employees shall be liable for any action taken or not be construed to limit taken by it in good faith in the effect performance of any provision of its obligations under this Custodial Agreement respecting the rights or remedies Agreement. The obligations of the Custodian or any other right of its directors, officers, agents or employees shall be determined solely by the express provisions of this Agreement. No representation, warranty, covenant, agreement, obligation or duty of the Custodian or any of its directors, officers, agents or employees shall be implied with respect to this Agreement or the Custodian’s services hereunder. (dv) The Custodian, its directors, officers, agents and employees shall be under no duty or obligation to inspect, review or examine the Custodial Files to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they have been actually recorded or that they are other than what they purport to be on their face. (vi) The Custodian may consult with counsel selected by the Custodian with regard to legal questions arising out of or in connection with this Agreement, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action reasonably taken, omitted or suffered by the Custodian in good faith and in accordance therewith. (vii) No provision of this Agreement shall require the Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not reasonably assured to it. (eviii) Any corporation into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any corporation succeeding to the business of the Custodian shall be the successor of the Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Reliance of Custodian. (ai) In the absence of bad faith on the part of the Custodian, the The Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instructions, certificate, opinion or opinion other document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative the proper party or parties and conforming in form only to the requirements of this Custodial Agreement; but in the case of any loan document or other request, instruction, document or certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with to determine, subject to the limitations on the Custodian's obligations set forth herein, whether or not it conforms to the requirements of this Custodial Agreement. (bii) In The Custodian shall have no duties or responsibilities except those that are specifically set forth in this Agreement. The Custodian shall have no responsibility nor duty with respect to any Custodial File while such Custodial File is not in its possession. If the absence of bad faith on Custodian requests instructions from the part of the CustodianTrustee with respect to any act, action or failure to act in connection with this Agreement, the Custodian may rely upon shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Custodian shall have received written instructions from the Trustee with respect to a Custodial File without incurring any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon liability therefor to the Trustee or any other communication believed by the Custodian to be genuine and to have been signed or made by an Authorized RepresentativePerson. (ciii) This Section Other than as provided herein, neither the Custodian nor any of its directors, officers, agents or employees shall be liable for any action or omission to act hereunder except for its or their own negligence or lack of good faith or willful misconduct. In no event shall the Custodian or any of its directors, officers, agents or employees have any responsibility to ascertain or take action except as expressly provided herein. (iv) Neither the Custodian nor any of its directors, officers, agents or employees shall be liable for any action taken or not be construed to limit taken by it in good faith in the effect performance of any provision of its obligations under this Custodial Agreement respecting the rights or remedies Agreement. The obligations of the Custodian or any other right of its directors, officers, agents or employees shall be determined solely by the express provisions of this Agreement. No representation, warranty, covenant, agreement, obligation or duty of the Custodian or any of its directors, officers, agents or employees shall be implied with respect to this Agreement or the Custodian's services hereunder. (dv) The Custodian, its directors, officers, agents and employees shall be under no duty or obligation to inspect, review or examine the Custodial Files to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they have been actually recorded or that they are other than what they purport to be on their face. (vi) The Custodian may consult with counsel selected by the Custodian with regard to legal questions arising out of or in connection with this Agreement, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action reasonably taken, omitted or suffered by the Custodian in good faith and in accordance therewith. (vii) No provision of this Agreement shall require the Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not reasonably assured to it. (eviii) Any corporation into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any corporation succeeding to the business of the Custodian shall be the successor of the Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Reliance of Custodian. (a) In the absence of bad faith on the part of the Custodian, the The Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instructions, certificate, opinion or opinion other document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative the proper party or parties and conforming in form only to the requirements of this Custodial Agreement; but in the case of any loan document or other request, instruction, document or certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian Custodial shall be under a duty to examine the same in accordance with to determine, subject to the limitations of the Custodian's obligations set forth herein, whether or not it conforms to the requirements of this Custodial Agreement. (b) In The Custodian shall have no duties or responsibilities except those that are specifically set forth in this Agreement. The Custodian shall have no responsibility nor duty with respect to any Mortgage Loan while such Mortgage Loan is not in its possession. If the absence of bad faith on Custodian requests instructions from the part of the CustodianTrustee with respect to any act, action or failure to act in connection with this Agreement, the Custodian may rely upon shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Custodian shall have received written instructions from the Trustee with respect to a Mortgage Loan without incurring any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon liability therefore to the Trustee or any other communication believed by the Custodian to be genuine and to have been signed or made by an Authorized RepresentativePerson. (c) This Section Other than as provided herein, neither the Custodian nor any of its directors, officers, agents or employees shall be liable for any action or omission to act hereunder except for its or their own negligence or bad faith or willful misconduct. In no event shall the Custodian or any of its directors, officers, agents or employees have any responsibility to ascertain or take action except as expressly provided herein. (d) Neither the Custodian nor any of its directors, officers, agents or employees shall be liable for any action taken or not be construed to limit taken by it in good faith in the effect performance of any provision of its obligations under this Custodial Agreement respecting the rights or remedies Agreement. The obligations of the Custodian or any other right of directors, officers, agents or employees shall be determined solely by the express provisions of this Agreement. No representation, warranty, covenant, agreement, obligation or duty of the Custodian or any of its directors, officers, agents or employees shall be implied with respect to this Agreement or the Custodian's services hereunder. (de) The Custodian, its directors, officers, agents and employees shall be under no duty or obligation to inspect, review or examine the Mortgage Loan to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they have been actually recorded or that they are other than what they purport to be on their face. (f) The Custodian may consult with counsel selected by the Custodian with regard to legal questions arising out of or in connection with this Agreement, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action reasonably taken, omitted or suffered by the Custodian in good faith and in accordance therewith. (g) No provision of this Agreement shall require the Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not reasonably assured to it. (eh) Any corporation into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any corporation succeeding to the business of the Custodian shall be the successor of the Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Reliance of Custodian. (a) In the absence of bad faith on the part of the CustodianCustodian or Disbursement Agent, the Custodian and Disbursement Agent may each conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instruction, certificate, opinion or opinion other document furnished to the CustodianCustodian or Disbursement Agent (including such items received via Electronic Transmission), reasonably believed by the Custodian or Disbursement Agent , as applicable, to be genuine and to have been signed or presented by an Authorized Representative the proper party or parties and conforming in form only to the requirements of this Custodial Agreement; but provided, however, that in the case of any Mortgage Loan Document or other request, instruction, document or certificate or opinion which by any provision hereof is specifically required to be furnished to the CustodianCustodian or Disbursement Agent, the Custodian or Disbursement Agent , as applicable, shall be under a duty to examine the same in accordance with the requirements of this Custodial Agreement. (b) In the absence of bad faith on the part of the CustodianCustodian shall have no duties or responsibilities except those that are specifically set forth in this Agreement. Custodian shall have no responsibility nor duty with respect to any Mortgage File while not in its possession. If Custodian requests instructions from Buyer with respect to any act, the action or failure to act in connection with this Agreement, Custodian may rely upon shall be entitled to refrain from taking such action and continue to refrain from acting unless and until Custodian shall have received written instructions from Buyer with respect to a Mortgage File without incurring any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon liability therefor to Buyer or any other communication believed by the Custodian to be genuine and to have been signed or made by an Authorized RepresentativePerson. (c) This Section Other than as provided herein, neither Custodian nor any of its directors, officers, agents or employees shall not be construed liable for any action or omission to limit the effect act hereunder except for its or their own negligence or lack of any provision of this Custodial Agreement respecting the rights good faith or remedies of the willful misconduct. In no event shall Custodian or any other right of the Custodianits directors, officers, agents or employees have any responsibility to ascertain or take action except as expressly provided herein. (d) Neither Custodian nor any of its directors, officers, agents or employees shall be liable to the Purchaser or any other Person with respect to any action taken or not taken by it in good faith in the performance of its obligations under this Agreement. The obligations of Custodian or any of its directors, officers, agents or employees shall be determined solely by the express provisions of this Agreement. (e) Custodian may consult with counsel selected by Custodian with regard to legal questions arising out of or in connection with this Agreement, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action reasonably taken, omitted or suffered by Custodian in good faith and in accordance therewith; provided such action shall be in compliance with all the terms expressly provided herein. (f) No provision of this Agreement shall require Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not reasonably assured to it. (eg) Any corporation into which Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which Custodian shall be a party, or any corporation succeeding to the business of Custodian shall be the successor of Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Reliance of Custodian. (a) In the absence of bad faith on the part of the Custodian, the Custodian may conclusively relyrely and shall be fully protected in acting or refraining from acting upon, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instruction, certificate, opinion or opinion other document furnished to the CustodianCustodian (including such items received via Electronic Transmission), reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative the proper party or parties and conforming in form only to the requirements of this Custodial Agreement; but provided, however, that in the case of any Loan Document or other request, instruction, document or certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the form of the same in accordance with the requirements of this Custodial Agreement. (b) In the absence of bad faith on the part of the CustodianCustodian shall not have any duties or responsibilities except those that are specifically set forth in this Agreement. Custodian shall have no responsibility nor duty with respect to any Mortgage File while not in its possession. If Custodian requests instructions from Lender with respect to any act, the action or failure to act in connection with this Agreement, Custodian may rely upon shall be entitled to refrain from taking such action and continue to refrain from acting unless and until Custodian shall have received written instructions from Lender with respect to a Mortgage File without incurring any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon liability therefor to Lender or any other communication believed by the Custodian to be genuine and to have been signed or made by an Authorized RepresentativePerson. (c) This Section Neither Custodian nor any of its directors, officers, agents or employees shall be liable for any action or omission to act hereunder except for its or their own gross negligence, bad faith or willful misconduct. In no event shall the Custodian or any of its directors, officers, agents or employees have any responsibility to ascertain or take action except as expressly provided herein. (d) Neither Custodian nor any of its directors, officers, agents or employees shall be liable to the Lender, Borrower or any other Person with respect to any action taken or not be construed to limit taken by it in good faith in the effect performance of any provision of its obligations under this Custodial Agreement respecting or in accordance with the rights Lender’s, or remedies if applicable, Borrower’s, written instructions. The obligations of the Custodian or any other right of its directors, officers, agents or employees shall be determined solely by the Custodianexpress provisions of this Agreement. (de) With respect to legal matters arising hereunder, Custodian may consult with counsel, and the written advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by Custodian in good faith and in accordance therewith. (f) No provision of this Agreement shall require Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it is not reasonably assured to it. (eg) Any corporation entity into which Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which Custodian shall be a party, or any corporation succeeding to the business of Custodian shall be the successor of Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding. (h) The Custodian shall use the same degree of care and skill as is reasonably expected of the financial institutions acting in comparable capacities and this Section 14 shall not be interpreted to impose upon the Custodian a higher standard of care than that set forth in this sentence. (i) In order to comply with laws, rules, regulations, and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Custodian is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Custodian. Accordingly, each of the parties hereto agrees to provide the Custodian upon its reasonable request from time to time, such identifying information and documentation as may be available for such party in order to enable the Custodian to comply with Applicable Law. (j) For all purposes of this Agreement, the Custodian may rely conclusively on any written notice from the Lender as to the existence of a Default or Event of Default under the Loan Agreement and shall not be deemed to have knowledge thereof or of any fact or circumstance in the absence of such written notice. In the event of any question or dispute as to the terms and conditions of the Loan Agreement, the Custodian may rely conclusively on any written determination or direction furnished to it by the Lender. (k) The Custodian may engage one or more nationally recognized third parties to perform recording services and document delivery services and any other third party as requested or directed by Lender or Borrower in connection with the Custodian’s duties hereunder, and shall not be responsible for the actions or non-actions of such third parties to the extent that such third parties are selected with due care; provided, however, that such appointment shall not relieve the Custodian from performance of its duties hereunder. (l) The provisions of this Section 14 shall survive the resignation or removal of the Custodian and the termination of this Agreement.

Reliance of Custodian. (a) In the absence of bad faith on the part of the Xxxxx Fargo Bank, N.A., in its capacity as a Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Custodianrequest, believed by the Custodian to have been signed or presented by an Authorized Representative and conforming in form only to the requirements of this Custodial Agreement; but in the case of any certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodianinstructions, the Custodian shall be under a duty to examine the same in accordance with the requirements of this Custodial Agreement. (b) In the absence of bad faith on the part of the Custodian, the Custodian may rely upon any resolutiondirection, certificate, statementopinion or other document furnished to such Custodian, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or any other communication reasonably believed by the such Custodian to be genuine and to have been signed or made presented by an Authorized Representative.the proper party or parties and conforming to the requirements of this Agreement; (b) Xxxxx Fargo Bank, N.A., in its capacity as a Custodian, shall have no duties or responsibilities except those that are specifically set forth in this Agreement. Such Custodian shall have no responsibility nor duty with respect to any Mortgage File while such Mortgage File is not in its possession. If such Custodian requests instructions from the Trustee with respect to any act, action or failure to act in connection with this Agreement, such Custodian shall be entitled to refrain from acting unless and until such Custodian shall have received written instructions from the Trustee with respect to a Mortgage File without incurring any liability therefor to the Trustee or any other Person; (c) This Section Xxxxx Fargo Bank, N.A., in its capacity as a Custodian, shall not be construed to limit liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of such Custodian unless it shall be proved that such Custodian was negligent in ascertaining the effect of any provision of this Custodial Agreement respecting the rights or remedies of the Custodian or any other right of the Custodian.pertinent facts; (d) No provision of Anything in this Agreement to the contrary notwithstanding, in no event shall require Xxxxx Fargo Bank, N.A., in its capacity as a Custodian, be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if such Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action and whether or not any such damages were foreseeable or contemplated; (e) Xxxxx Fargo Bank, N.A., in its capacity as a Custodian, shall not be required to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the performance of any of its duties under this Agreement hereunder if it shall have reasonable grounds for believing that the repayment of such funds or adequate indemnity satisfactory to it is not reasonably assured to it. (e) Any corporation into which Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which Custodian shall be a party, or any corporation succeeding to the business of Custodian shall be the successor of Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.;

Reliance of Custodian. (a) In the absence of bad faith on the part of the Xxxxx Fargo Bank, N.A., in its capacity as a Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Custodianrequest, believed by the Custodian to have been signed or presented by an Authorized Representative and conforming in form only to the requirements of this Custodial Agreement; but in the case of any certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodianinstructions, the Custodian shall be under a duty to examine the same in accordance with the requirements of this Custodial Agreement. (b) In the absence of bad faith on the part of the Custodian, the Custodian may rely upon any resolutiondirection, certificate, statementopinion or other document furnished to such Custodian, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or any other communication reasonably believed by the such Custodian to be genuine and to have been signed or made presented by an Authorized Representative.the proper party or parties and conforming to the requirements of this Agreement; (b) Xxxxx Fargo Bank, N.A., in its capacity as a Custodian, shall have no duties or responsibilities except those that are specifically set forth in this Agreement. Such Custodian shall have no responsibility nor duty with respect to any Mortgage File while such Mortgage File is not in its possession. If such Custodian requests instructions from the Trustee with respect to any act, action or failure to act in connection with this Agreement, such Custodian shall be entitled to refrain from acting unless and until such Custodian shall have received written instructions from the Trustee with respect to a Mortgage File without incurring any liability therefor to the Trustee or any other Person; (c) This Section Xxxxx Fargo Bank, N.A., in its capacity as a Custodian, shall not be construed to limit liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of such Custodian unless it shall be proved that such Custodian was negligent in ascertaining the effect of any provision of this Custodial Agreement respecting the rights or remedies of the Custodian or any other right of the Custodian.pertinent facts; (d) No provision of Anything in this Agreement to the contrary notwithstanding, in no event shall require Xxxxx Fargo Bank, N.A., in its capacity as a Custodian, be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if such Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action and whether or not any such damages were foreseeable or contemplated; (e) Xxxxx Fargo Bank, N.A., in its capacity as a Custodian, shall not be required to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the performance of any of its duties under this Agreement hereunder if it shall have reasonable grounds for believing that the repayment of such funds or adequate indemnity satisfactory to it is not reasonably assured to it.; (ef) Any corporation into which Custodian Xxxxx Fargo Bank, N.A., in its capacity as a Custodian, may be merged or converted or consult with which it may be consolidated, counsel and any advice of such counsel or any corporation resulting from any merger, conversion or consolidation to which Custodian Opinion of Counsel shall be a party, full and complete authorization and protection with respect to any action taken or any corporation succeeding to the business suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Custodian shall be the successor of Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.Counsel;

Reliance of Custodian. (a) In the absence of bad faith on the part of the CustodianCustodian or Disbursement Agent, the as applicable, Custodian or Disbursement Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instruction, certificate, opinion or opinion other document furnished to the CustodianCustodian or Disbursement Agent, as applicable (including such items received via Electronic Transmission), reasonably believed by the Custodian or Disbursement Agent, as applicable, to be genuine and to have been signed or presented by an Authorized Representative the proper party or parties and conforming in form only to the requirements of this Custodial Agreement; but provided, however, that in the case of any Mortgage Loan Document or other request, instruction, document or certificate or opinion which by any provision hereof is specifically required to be furnished to the CustodianCustodian or Disbursement Agent, the as applicable, Custodian and Disbursement Agent shall be under a duty to examine the same in accordance with the requirements of this Custodial Agreement. (b) In the absence of bad faith on the part of the CustodianCustodian or Disbursement Agent, the as applicable, shall have no duties or responsibilities except those that are specifically set forth in this Agreement. Custodian may rely upon or Disbursement Agent, as applicable, shall have no responsibility nor duty with respect to any resolutionMortgage File while not in its possession. If Custodian or Disbursement Agent requests instructions from Buyer with respect to any act, certificateaction or failure to act in connection with this Agreement, statementCustodian or Disbursement Agent, instrumentas applicable, opinionshall be entitled to refrain from taking such action and continue to refrain from acting unless and until Custodian or Disbursement Agent, reportas applicable, notice, request, direction, consent, order, bond, debenture, coupon shall have received written instructions from Buyer with respect to a Mortgage File without incurring any liability therefor to Buyer or any other communication believed by the Custodian to be genuine and to have been signed or made by an Authorized RepresentativePerson. (c) This Section Other than as provided herein, neither the Custodian nor the Disbursement Agent shall be liable for any action or omission to act hereunder except for its or their own negligence or lack of good faith or willful misconduct. In no event shall the Custodian or Disbursement Agent have any responsibility to ascertain or take action except as expressly provided herein. (d) Neither Custodian nor the Disbursement Agent shall be liable to the Buyer or any other Person with respect to any action taken or not be construed to limit taken by it in good faith in the effect performance of any provision of its obligations in accordance with this Custodial Agreement respecting the rights or remedies Agreement. The obligations of the Custodian or any other right Disbursement Agent shall be determined solely by the express provisions of this Agreement. No representation, warranty, covenant, agreement, obligation or duty of the CustodianCustodian or Disbursement Agent shall be implied with respect to this Agreement or the services of the Custodian or Disbursement Agent hereunder. (de) Except as expressly provided herein, neither Custodian nor Disbursement Agent shall be under a duty or obligation to inspect, review or examine the Mortgage Files to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they have been actually recorded, are in the proper form for recordation or that they are not other than what they purport to be on their face. (f) No provision of this Agreement shall require Custodian or Disbursement Agent, as applicable, to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not reasonably assured to it. (eg) Any corporation into which Custodian or Disbursement Agent, as applicable, may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which Custodian or Disbursement Agent, as applicable, shall be a party, or any corporation succeeding to the business of Custodian or Disbursement Agent, as applicable, shall be the successor of Custodian or Disbursement Agent, as applicable, hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding. In order to comply with its duties under the U.S. Patriot Act, Custodian or Disbursement Agent, as applicable, shall obtain and verify certain information and documentation from the other parties to this Agreement, including but not limited to, such parties' name address, and other identifying information. (h) The Custodian or Disbursement Agent may consult with counsel selected by the Custodian or Disbursement Agent, as applicable, and the written advice or written opinion of such counsel shall be full and complete authorization and protection in respect of any action reasonably taken, omitted or suffered by the Custodian in good faith and in accordance therewith (provided that such counsel is generally qualified, experienced and familiar with the matters at issue).

Reliance of Custodian. 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) In may conclusively rely, in the absence of bad faith on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instruction, certificate, opinion or opinion other document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative the proper party or parties and conforming in form only to the requirements of this Custodial Agreement; but provided, however, that in the case of any Mortgage Asset Document or other request, instruction, document or certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with the requirements of this Custodial Agreement.; (b) In 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; (c) shall use the absence same degree of bad faith on 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 Custodian a higher standard of care than that set forth herein; (d) will be regarded as making no representations and having no responsibilities (except as expressly set forth herein) as to the part validity, perfectibility, sufficiency, value, genuineness, ownership or transferability of the CustodianPurchased Assets, and will not be required to and will not make any representations as to the Custodian may rely upon validity, value, perfectibility, genuineness, ownership or transferability of the Purchased Assets; (e) shall have no responsibility or duty with respect to any Mortgage Asset File while not in its possession (other than its tracking responsibilities pursuant to Section 5.06 hereof); (f) shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, instrument, opinion, report, notice, request, directionacknowledgement, consent, orderorder or document in the Mortgage Asset File; (g) shall not be liable with respect to any action taken or omitted to be taken in accordance with the written direction, bondinstruction, debentureacknowledgement, coupon consent or any other communication believed by from the Custodian to be genuine and to have been signed or made by an Authorized Representative. (c) This Section shall not be construed to limit the effect of any provision of this Custodial Agreement respecting the rights or remedies of the Custodian or any other right of the Custodian. (d) No provision of this Agreement shall require Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not reasonably assured to it. (e) Any corporation into which Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which Custodian shall be a party, or any corporation succeeding to the business of Custodian shall be the successor of Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.Buyer;

Reliance of Custodian. (ai) In the absence of bad faith on the part of the Custodian, the The Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instructions, certificate, opinion or opinion other document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative the proper party or parties and conforming in form only to the requirements of this Custodial Agreement; but in the case of any loan document or other request, instruction, document or certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with to determine, subject to the limitations on the Custodian’s obligations set forth herein, whether or not it conforms to the requirements of this Custodial Agreement. (bii) In The Custodian shall have no duties or responsibilities except those that are specifically set forth in this Agreement. The Custodian shall have no responsibility nor duty with respect to any Custodial File while such Custodial File is not in its possession. If the absence of bad faith on Custodian requests instructions from the part of the CustodianTrustee with respect to any act, action or failure to act in connection with this Agreement, the Custodian may rely upon shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Custodian shall have received written instructions from the Trustee with respect to a Custodial File without incurring any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon liability therefor to the Trustee or any other communication believed by the Custodian to be genuine and to have been signed or made by an Authorized RepresentativePerson. (ciii) This Section Other than as provided herein, neither the Custodian nor any of its directors, officers, agents or employees shall be liable for any action or omission to act hereunder except for its or their own negligence or lack of good faith or willful misconduct. In no event shall the Custodian or any of its directors, officers, agents or employees have any responsibility to ascertain or take action except as expressly provided herein. (iv) Neither the Custodian nor any of its directors, officers, agents or employees shall be liable for any action taken or not be construed to limit taken by it in good faith in the effect performance of any provision of its obligations under this Custodial Agreement respecting the rights or remedies Agreement. The obligations of the Custodian or any other right of its directors, officers, agents or employees shall be determined solely by the express provisions of this Agreement. No representation, warranty, covenant, agreement, obligation or duty of the Custodian or any of its directors, officers, agents or employees shall be implied with respect to this Agreement or the Custodian’s services hereunder. (dv) The Custodian, its directors, officers, agents and employees shall be under no duty or obligation to inspect, review or examine the Custodial Files to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they have been actually recorded or that they are other than what they purport to be on their face. (vi) The Custodian may consult with counsel selected by the Custodian with regard to legal questions arising out of or in connection with this Agreement, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action reasonably taken, omitted or suffered by the Custodian in good faith and in accordance therewith. (vii) No provision of this Agreement shall require the Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not reasonably assured to it. (eviii) Any corporation into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any corporation succeeding to the business of the Custodian shall be the successor of the Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding. (ix) The Custodian shall not be responsible for delays or failures in performance resulting from acts beyond its control. Such acts shall include, but not limited to, acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency restrictions, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes and other disasters. (x) The Custodian shall not be responsible or liable for, 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. (xi) The Custodian shall not be responsible for preparing or filing any reports or returns relating to federal, state or local income taxes with respect to this Agreement, other than for the Custodian’s compensation or for reimbursement of expenses. (xii) The duties and obligations of the Custodian shall only be such as are expressly set forth in this Agreement or as set forth in a written amendment to this Agreement executed by the parties hereto or their successors and assigns. In the event that any provision of this Agreement implies or requires that action or forbearance be taken by a party, but is silent as to which party has the duty to act or refrain from acting, the parties agree that the Custodian shall not be the party required to take the action or refrain from acting. In no event shall the Custodian have any responsibility to ascertain or take actions except as expressly provided herein. (xiii) Nothing in this Agreement shall be deemed to impose on the Custodian any duty to qualify to do business in any jurisdiction, other than (i) any jurisdiction where any Mortgage File is or may be held by the Custodian from time to time hereunder, and (ii) any jurisdiction where its ownership or property or conduct of business requires such qualification and where failure to qualify could have a material adverse effect on the Custodian or its property or business or on the ability of the Custodian to perform its duties hereunder. (xiv) The Custodian shall have no duty to ascertain whether or not any cash amount or payment has been received by the Seller, the Buyer or any third person.

Reliance of Custodian. (a) In the absence of bad faith on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instructions, certificate, opinion or opinion other document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative the proper party or parties and conforming in form only to the requirements of to this Custodial Agreement; but in the case of any loan document or other request, instruction, document or certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with to determine whether or not it conforms to the requirements of this Custodial Agreement. (b) In the absence . The Custodian undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. The Custodian shall not have any duties or responsibilities except those expressly set forth in this Agreement. The Custodian shall not be liable for any error of bad judgment made in good faith on the part by an officer or officers of the Custodian, unless it shall be conclusively determined by a court of competent jurisdiction that the Custodian may rely upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or any other communication believed by was grossly negligent in ascertaining the pertinent facts. The Custodian to be genuine and to have been signed or made by an Authorized Representative. (c) This Section shall not be construed liable with respect to limit the effect of any provision of this Custodial Agreement respecting the rights action taken or remedies omitted to be taken by it in good faith in accordance with any direction of the Custodian or any other right Trustee given under this Agreement. None of the Custodian. (d) No provision provisions of this Agreement shall require the Custodian to expend or risk its own funds or otherwise to incur any liability, financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) otherwise, in the performance of any of its duties under this Agreement hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (e) Any corporation into which . The Custodian may be merged or converted or consult with which it may be consolidated, counsel and the written advice or any corporation resulting from written opinion of counsel shall be full and complete authorization and protection in respect of any mergeraction taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel. In order to comply with its duties under the USA Patriot Act, conversion or consolidation to which the Custodian shall be obtain and verify certain information and documentation from the other parties hereto, including, but not limited to, such party’s name, address, and other identifying information. The Custodian may at any time resign by giving 30 days written notice of resignation to Trustee. Upon receiving such notice of resignation, the Trustee shall promptly appoint a partysuccessor and, or any corporation succeeding to upon the business of Custodian shall be acceptance by the successor of such appointment, release the resigning Custodian from its obligations hereunder without the execution or filing by written instrument, a copy of any paper with any party hereto or any further act on the part of any which instrument shall be delivered to each of the parties hereto except where an instrument Trustee, the resigning Custodian and the successor. If no successor shall have been so appointed and have accepted appointment within 45 days after the giving of transfer or assignment is required by law to effect such successionnotice of resignation, anything herein to the contrary notwithstandingresigning Custodian may petition any court of competent jurisdiction for the appointment of a successor.

Reliance of Custodian. 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) In may conclusively rely, in the absence of bad faith on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instruction, certificate, opinion or opinion other document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative the proper party or parties and conforming in form only to the requirements of this Custodial Agreement; but provided, however, that in the case of any Mortgage Asset Document or other request, instruction, document or certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with the requirements of this Custodial Agreement.; (b) In 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 proved that the absence Custodian was negligent in ascertaining the pertinent facts; (c) shall use the same degree of bad faith on 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 Custodian a higher standard of care than that set forth herein; (d) will be regarded as making no representations and having no responsibilities (except as expressly set forth herein) as to the part validity, perfectibility, sufficiency, value, genuineness, ownership or transferability of the CustodianPurchased Assets, and will not be required to and will not make any representations as to the Custodian may rely upon validity, value, perfectibility, genuineness, ownership or transferability of the Purchased Assets; (e) shall have no responsibility or duty with respect to any Mortgage Asset File while not in its possession (other than its tracking responsibilities pursuant to Section 5.06 hereof); (f) shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, instrument, opinion, report, notice, request, directionacknowledgement, consent, orderorder or document in the Mortgage Asset File; (g) shall not be liable with respect to any action taken or omitted to be taken in accordance with the written direction, bondinstruction, debentureacknowledgement, coupon consent or any other communication believed by from the Custodian to be genuine and to have been signed or made by an Authorized Representative.Buyer; (ch) This Section shall not be construed responsible for preparing or filing any reports or returns relating to limit federal, state or local income taxes with respect to this Agreement, other than for Custodian’s compensation or for reimbursement of expenses; (i) shall have no duty to qualify to do business in any jurisdiction, other than (i) any jurisdiction where any Mortgage Asset File is or may be held by 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 Custodian or its property or business or on the effect ability of Custodian to perform it duties hereunder; and (j) will not have any provision liability for failure to perform or delay in performing duties set forth herein if the failure or delay is due to an event of force majeure. A force majeure is an event or condition beyond Custodian’s control, such as, without limitation, a natural disaster, civil unrest, state of war, or act of terrorism, provided, however, Custodian will make reasonable efforts to prevent performance delays or disruptions in the event of such occurrences. The provisions of this Custodial Agreement respecting Section 11.03 shall survive the rights resignation or remedies removal of the Custodian and the termination or any other right of the Custodian. (d) No provision of this Agreement shall require Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms transfer of this Agreement) in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not reasonably assured to it. (e) Any corporation into which Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which Custodian shall be a party, or any corporation succeeding to the business of Custodian shall be the successor of Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Reliance of Custodian. (a) In the absence of bad faith on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Custodian, believed by the Custodian to have been signed or presented by an Authorized Representative and conforming in form only to the requirements of this Custodial Agreement; but in the case of any certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with the requirements of this Custodial Agreement. (b) In the absence of bad faith on the part of the Custodian, the Custodian may rely upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or any other communication believed by the Custodian to be genuine and to have been signed or made by an Authorized Representative. (c) This Section shall not be construed to limit the effect of any provision of this Custodial Agreement respecting the rights or remedies of the Custodian or any other right of the Custodian. (d) No provision In order to comply with laws, rules and regulations applicable to banking institutions, including those relating to the funding of this Agreement shall require terrorist activities and money laundering, the Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise is required to be incurred by obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the express terms of this Agreement) in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not reasonably assured to it. (e) Any corporation into which Custodian may be merged or converted or with which it may be consolidatedCustodian. Accordingly, or any corporation resulting from any merger, conversion or consolidation to which Custodian shall be a party, or any corporation succeeding to the business of Custodian shall be the successor of Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any each of the parties hereto except where an instrument of transfer or assignment is required by law agrees to effect such succession, anything herein provide to the contrary notwithstandingCustodian 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.

Reliance of Custodian. (a) In the absence of bad faith on the part of the Custodian, the The Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instructions, certificate, opinion or opinion other document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative the proper party or parties and conforming in form only to the requirements of this Custodial Agreement; but in the case of any loan document or other request, instruction, document or certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with to determine, subject to the limitations on the Custodian's obligations set forth herein, whether or not it conforms to the requirements of this Custodial Agreement. (b) In The Custodian shall have no duties or responsibilities except those that are specifically set forth in this Agreement. The Custodian shall have no responsibility nor duty with respect to any Custodial File while such Custodial File is not in its possession. If the absence of bad faith on Custodian requests instructions from the part of the CustodianTrustee with respect to any act, action or failure to act in connection with this Agreement, the Custodian may rely upon shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Custodian shall have received written instructions from the Trustee with respect to a Custodial File without incurring any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon liability therefor to the Trustee or any other communication believed by the Custodian to be genuine and to have been signed or made by an Authorized RepresentativePerson. (c) This Section Other than as provided herein, neither the Custodian nor any of its directors, officers, agents or employees shall be liable for any action or omission to act hereunder except for its or their own negligence or lack of good faith or willful misconduct. In no event shall the Custodian or any of its directors, officers, agents or employees have any responsibility to ascertain or take action except as expressly provided herein. (d) Neither the Custodian nor any of its directors, officers, agents or employees shall be liable for any action taken or not be construed to limit taken by it in good faith in the effect performance of any provision of its obligations under this Custodial Agreement respecting the rights or remedies Agreement. The obligations of the Custodian or any other right of its directors, officers, agents or employees shall be determined solely by the express provisions of this Agreement. No representation, warranty, covenant, agreement, obligation or duty of the Custodian or any of its directors, officers, agents or employees shall be implied with respect to this Agreement or the Custodian's services hereunder. (de) The Custodian, its directors, officers, agents and employees shall be under no duty or obligation to inspect, review or examine the Custodial Files to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they have been actually recorded or that they are other than what they purport to be on their face. (f) The Custodian may consult with counsel selected by the Custodian with regard to legal questions arising out of or in connection with this Agreement, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action reasonably taken, omitted or suffered by the Custodian in good faith and in accordance therewith. (g) No provision of this Agreement shall require the Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not reasonably assured to it. (eh) Any corporation into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any corporation succeeding to the business of the Custodian shall be the successor of the Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Reliance of Custodian. 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) In may conclusively rely, in the absence of bad faith on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instruction, certificate, opinion or opinion other document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative the proper party or parties and conforming in form only to the requirements of this Custodial Agreement; but provided, however, that in the case of any Mortgage Asset Document or other request, instruction, document or certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with the requirements of this Custodial Agreement.; (b) In 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 proved that the absence Custodian was negligent in ascertaining the pertinent facts; (c) shall use the same degree of bad faith on 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 Custodian a higher standard of care than that set forth herein; (d) will be regarded as making no representations and having no responsibilities (except as expressly set forth herein) as to the part validity, perfectibility, sufficiency, value, genuineness, ownership or transferability of the CustodianPurchased Assets, and will not be required to and will not make any representations as to the Custodian may rely upon validity, value, perfectibility, genuineness, ownership or transferability of the Purchased Assets; (e) shall have no responsibility or duty with respect to any Mortgage Asset File while not in its possession (other than its tracking responsibilities pursuant to Section 5.06 hereof); (f) shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, instrument, opinion, report, notice, request, directionacknowledgement, consent, orderorder or document in the Mortgage Asset File; (g) shall not be liable with respect to any action taken or omitted to be taken in accordance with the written direction, bondinstruction, debentureacknowledgement, coupon consent or any other communication believed by from the Custodian to be genuine and to have been signed or made by an Authorized Representative. (c) This Section shall not be construed to limit the effect of any provision of this Custodial Agreement respecting the rights or remedies of the Custodian or any other right of the Custodian. (d) No provision of this Agreement shall require Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not reasonably assured to it. (e) Any corporation into which Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which Custodian shall be a party, or any corporation succeeding to the business of Custodian shall be the successor of Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.Buyer;

Reliance of Custodian. (a) In the absence of bad faith on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instruction certificate, opinion or opinion other document furnished to the Custodian, reasonably believed by the Custodian to have been signed or presented by an Authorized Representative and conforming in form only to the requirements of this Custodial Agreement; but in the case of any certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with the requirements of this Custodial Agreement. (b) In the absence of bad faith on the part of the Custodian, the Custodian may conclusively rely upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or any other communication paper or document reasonably believed by the Custodian to be genuine and to have been signed or made presented by an Authorized Representative. (c) In the absence of bad faith on the part of the Custodian, the Custodian shall be entitled to conclusively rely in good faith upon the written direction, order, instruction or other communication from the Lender or the Borrower reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative. (d) This Section shall not be construed to limit the effect of any provision of this Custodial Agreement respecting the rights or remedies of the Custodian or any other right of the Custodian. (de) No provision If the Custodian requests instructions from the Lender with respect to any act, action or failure to act in connection with this Custodial Agreement, Custodian shall be entitled (without incurring any liability therefor to Lender, the Borrower or any other person) to refrain from taking such action and continue to refrain from acting unless and until the Custodian shall have received written instructions from the Lender with respect to a Mortgage File. (f) The Custodian may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel. (g) None of the provisions of this Custodial Agreement shall require the Custodian to expend or risk its own funds or otherwise to incur any liability, financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) otherwise, in the performance of any of its duties under this Agreement hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (eh) Any corporation into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any corporation succeeding to the business of the Custodian shall be the successor of the Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Reliance of Custodian. (a) In the absence of bad faith on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instructions, certificate, opinion or opinion other document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative the proper party or parties and conforming in form only to the requirements of this Custodial Agreement; but in the case of any loan document or other request, instruction, document or certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with to determine whether or not it conforms to the requirements of this Custodial Agreement. (b) In the absence . The Custodian undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. The Custodian shall not have any duties or responsibilities except those expressly set forth in this Agreement. The Custodian shall not be liable for any error of bad judgment made in good faith on the part by an officer or officers of the Custodian, unless it shall be conclusively determined by a court of competent jurisdiction that the Custodian may rely upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or any other communication believed by was grossly negligent in ascertaining the pertinent facts. The Custodian to be genuine and to have been signed or made by an Authorized Representative. (c) This Section shall not be construed liable with respect to limit the effect of any provision of this Custodial Agreement respecting the rights action taken or remedies omitted to be taken by it in good faith in accordance with any direction of the Custodian Owner or any other right the Seller given under this Agreement. None of the Custodian. (d) No provision provisions of this Agreement shall require the Custodian to expend or risk its own funds or otherwise to incur any liability, financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) otherwise, in the performance of any of its duties under this Agreement hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (e) Any corporation into which . The Custodian may be merged or converted or consult with which it may be consolidated, counsel and the written advice or any corporation resulting from any merger, conversion or consolidation to which Custodian written opinion of counsel shall be a party, or any corporation succeeding to the business of Custodian shall be the successor of Custodian hereunder without the execution or filing full and complete authorization and protection in respect of any paper action taken or omitted by it hereunder in good faith and in accordance with any party hereto such advice or any further act on the part opinion of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstandingcounsel.

Reliance of Custodian. (a) In the absence of bad faith on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instruction, certificate, opinion or opinion other document furnished to the CustodianCustodian (including such items received via Electronic Transmission), reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative the proper party or parties and conforming in form only to the requirements of this Custodial Agreement; but provided, however, that in the case of any Mortgage Loan Document or other request, instruction, document or certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with the requirements of this Custodial Agreement. (b) In the absence of bad faith on the part of the CustodianCustodian shall have no duties or responsibilities except those that are specifically set forth in this Agreement. Custodian shall have no responsibility nor duty with respect to any Mortgage File while not in its possession. If Custodian requests instructions from Buyer with respect to any act, the action or failure to act in connection with this Agreement, Custodian may rely upon shall be entitled to refrain from taking such action and continue to refrain from acting unless and until Custodian shall have received written instructions from Buyer with respect to a Mortgage File without incurring any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon liability therefor to Buyer or any other communication believed by the Custodian to be genuine and to have been signed or made by an Authorized RepresentativePerson. (c) This Section Other than as provided herein, neither Custodian nor any of its directors, officers, agents or employees shall not be construed liable for any action or omission to limit the effect act hereunder except for its or their own negligence or lack of any provision of this Custodial Agreement respecting the rights good faith or remedies of the willful misconduct. In no event shall Custodian or any other right of the Custodianits directors, officers, agents or employees have any responsibility to ascertain or take action except as expressly provided herein. (d) Neither Custodian nor any of its directors, officers, agents or employees shall be liable to the Purchaser or any other Person with respect to any action taken or not taken by it in good faith in the performance of its obligations under this Agreement. The obligations of Custodian or any of its directors, officers, agents or employees shall be determined solely by the express provisions of this Agreement. (e) Custodian may consult with counsel selected by Custodian with regard to legal questions arising out of or in connection with this Agreement, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action reasonably taken, omitted or suffered by Custodian in good faith and in accordance therewith; provided such action shall be in compliance with all the terms expressly provided herein. (f) No provision of this Agreement shall require Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not reasonably assured to it. (eg) Any corporation into which Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which Custodian shall be a party, or any corporation succeeding to the business of Custodian shall be the successor of Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Reliance of Custodian. (a) In the absence of bad faith on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instruction certificate, opinion or opinion other document furnished to the Custodian, reasonably believed by the Custodian to have been signed or presented by an Authorized Representative and conforming in form only to the requirements of this Custodial Agreement; but in the case of any certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with the requirements of this Custodial Agreement. (b) In the absence of bad faith on the part of the Custodian, the Custodian may conclusively rely upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or any other communication paper or document reasonably believed by the Custodian to be genuine and to have been signed or made presented by an Authorized Representative. (c) In the absence of bad faith on the part of the Custodian, the Custodian shall be entitled to conclusively rely in good faith upon the written direction, order, instruction or other communication from the Lender Agent or a Borrower reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative. (d) This Section shall not be construed to limit the effect of any provision of this Custodial Agreement respecting the rights or remedies of the Custodian or any other right of the Custodian. (de) No provision If the Custodian requests instructions from the Lender Agent with respect to any act, action or failure to act in connection with this Custodial Agreement, Custodian shall be entitled (without incurring any liability therefor to Lender Agent, the Borrowers or any other person) to refrain from taking such action and continue to refrain from acting unless and until the Custodian shall have received written instructions from the Lender Agent with respect to a Mortgage File. (f) The Custodian may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel. (g) None of the provisions of this Custodial Agreement shall require the Custodian to expend or risk its own funds or otherwise to incur any liability, financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) otherwise, in the performance of any of its duties under this Agreement hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (eh) Any corporation into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any corporation succeeding to the business of the Custodian shall be the successor of the Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Reliance of Custodian. (a) In the absence of bad faith on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instruction certificate, opinion or opinion other document furnished to the Custodian, reasonably believed by the Custodian to have been signed or presented by an Authorized Representative and conforming in form only to the requirements of this Custodial Agreement; but in the case of any certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with the requirements of this Custodial Agreement. (b) In the absence of bad faith on the part of the Custodian, the Custodian may conclusively rely upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or any other communication paper or document reasonably believed by the Custodian to be genuine and to have been signed or made presented by an Authorized Representative. (c) In the absence of bad faith on the part of the Custodian, the Custodian shall be entitled to conclusively rely in good faith upon the written direction, order, instruction or other communication from the Buyer Agent or a Seller reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative. (d) This Section shall not be construed to limit the effect of any provision of this Custodial Agreement respecting the rights or remedies of the Custodian or any other right of the Custodian. (de) No provision If the Custodian requests instructions from the Buyer Agent with respect to any act, action or failure to act in connection with this Custodial Agreement, Custodian shall be entitled (without incurring any liability therefor to Buyer Agent, the Sellers or any other person) to refrain from taking such action and continue to refrain from acting unless and until the Custodian shall have received written instructions from the Buyer Agent with respect to a Mortgage File. (f) The Custodian may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel. (g) None of the provisions of this Custodial Agreement shall require the Custodian to expend or risk its own funds or otherwise to incur any liability, financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) otherwise, in the performance of any of its duties under this Agreement hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (eh) Any corporation into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any corporation succeeding to the business of the Custodian shall be the successor of the Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Reliance of Custodian. 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) In may conclusively rely, in the absence of bad faith on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instruction, certificate, opinion or opinion other document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative the proper party or parties and conforming in form only to the requirements of this Custodial Agreement; but provided, however, that in the case of any Mortgage Asset Document or other request, instruction, document or certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with the requirements of this Custodial Agreement.; (b) In 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; (c) shall use the absence same degree of bad faith on 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 Custodian a higher standard of care than that set forth herein; (d) will be regarded as making no representations and having no responsibilities (except as expressly set forth herein) as to the part validity, perfectibility, sufficiency, value, genuineness, ownership or transferability of the CustodianPurchased Assets, and will not be required to and will not make any representations as to the Custodian may rely upon validity, value, perfectibility, genuineness, ownership or transferability of the Purchased Assets; (e) shall have no responsibility or duty with respect to any Mortgage Asset File while not in its possession (other than its tracking responsibilities pursuant to Section 5.06 hereof); (f) shall be under no obligation to make any investigation into the facts or matters stated in any resolution, exhibit, request, representation, opinion, certificate, statement, instrument, opinion, report, notice, request, directionacknowledgement, consent, orderorder or document in the Mortgage Asset File; (g) shall not be liable with respect to any action taken or omitted to be taken in accordance with the written direction, bondinstruction, debentureacknowledgement, coupon consent or any other communication believed by from the Custodian to be genuine and to have been signed or made by an Authorized Representative.Buyer; (ch) This Section shall not be construed responsible for preparing or filing any reports or returns relating to limit federal, state or local income taxes with respect to this Agreement, other than for Custodian’s compensation or for reimbursement of expenses; (i) shall have no duty to qualify to do business in any jurisdiction, other than (i) any jurisdiction where any Mortgage Asset File is or may be held by 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 Custodian or its property or business or on the effect ability of Custodian to perform it duties hereunder; and (j) will not have any provision liability for failure to perform or delay in performing duties set forth herein if the failure or delay is due to an event of force majeure. A force majeure is an event or condition beyond Custodian’s control, such as, without limitation, a natural disaster, civil unrest, state of war, or act of terrorism, provided, however, Custodian will make reasonable efforts to prevent performance delays or disruptions in the event of such occurrences. The provisions of this Custodial Agreement respecting Section 11.03 shall survive the rights resignation or remedies removal of the Custodian and the termination or any other right of the Custodian. (d) No provision of this Agreement shall require Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms transfer of this Agreement) in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not reasonably assured to it. (e) Any corporation into which Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which Custodian shall be a party, or any corporation succeeding to the business of Custodian shall be the successor of Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Reliance of Custodian. (a) In the absence of bad faith on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instruction, certificate, opinion or opinion other document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative the proper party or parties and conforming in form only to the requirements of this Custodial Agreement; but in the case of any Loan Document or other request, instruction, document or certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty obligated to examine the same in accordance with the requirements of this Custodial Agreement. (b) In . The Custodian shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed in writing by the absence of bad faith on the part of parties hereto and no duty or obligations shall be implied with respect to this Custodial Agreement or the Custodian's services hereunder. The Custodian shall use the same degree of care and skill as is reasonably expected of financial institutions acting in comparable capacities which are held to a standard of care of ordinary negligence, and this Section 15 shall not be interpreted to impose upon the Custodian a higher standard of care than that set forth in this sentence. The Custodian may conclusively rely on and shall be fully protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, requestletter, direction, consent, order, bond, debenture, coupon telegram or any other communication document delivered to it and in good faith believed by the Custodian to be genuine and to have been signed by the proper party or made by an Authorized Representative. (c) This Section parties. The Custodian may conclusively rely on and shall be fully protected in acting upon the written instructions of the Buyer and such employees and representatives of the Buyer as the Buyer may designate in writing. The Custodian shall not be construed to limit liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, unless the effect Custodian was negligent in ascertaining the pertinent facts. None of any provision the provisions of this Custodial Agreement respecting the rights or remedies of the Custodian or any other right of the Custodian. (d) No provision of this Agreement shall require the Custodian to expend or risk its own funds or otherwise to incur any liability, financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) otherwise, in the performance of any of its duties under this Agreement hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. . Whenever in the administration of the provisions of this Custodial Agreement the Custodian shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (eunless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Custodian, be deemed to be conclusively proved and established by a certificate signed by one of the Buyer's, the Seller's, or the Company's officers, as the case may be, and delivered to the Custodian and such certificate, in the absence of negligence or bad faith on the part of the Custodian, shall be full warrant to the Custodian for any action taken, suffered or omitted by it under the provisions of this Custodial Agreement upon the faith thereof. The Custodian may consult with counsel and the advice or any opinion of counsel that is promptly confirmed in writing shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel. Any corporation into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any corporation succeeding to the business of the Custodian shall be the successor of the Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Reliance of Custodian. (a) In the absence of bad faith on the part of the Custodian, the The Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate request, instructions, certificate, opinion or opinion other document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by an Authorized Representative the proper party or parties and conforming in form only to the requirements of this Custodial Agreement; but in the case of any loan document or other request, instruction, document or certificate or opinion which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with to determine, subject to the limitations on the Custodian's obligations set forth herein, whether or not it conforms to the requirements of this Custodial Agreement. (b) In The Custodian shall have no duties or responsibilities except those that are specifically set forth in this Agreement. The Custodian shall have no responsibility nor duty with respect to any Custodial File while such Custodial File is not in its possession. If the absence of bad faith on Custodian requests instructions from the part of the CustodianIndenture Trustee with respect to any act, action or failure to act in connection with this Agreement, the Custodian may rely upon shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Custodian shall have received written instructions from the Indenture Trustee with respect to a Custodial File without incurring any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon liability therefor to the Indenture Trustee or any other communication believed by the Custodian to be genuine and to have been signed or made by an Authorized RepresentativePerson. (c) This Section Other than as provided herein, neither the Custodian nor any of its directors, officers, agents or employees shall be liable for any action or omission to act hereunder except for its or their own negligence or lack of good faith or willful misconduct. In no event shall the Custodian or any of its directors, officers, agents or employees have any responsibility to ascertain or take action except as expressly provided herein. (d) Neither the Custodian nor any of its directors, officers, agents or employees shall be liable for any action taken or not be construed to limit taken by it or them in good faith in the effect performance of any provision of its obligations under this Custodial Agreement respecting the rights or remedies Agreement. The obligations of the Custodian or any other right of its directors, officers, agents or employees shall be determined solely by the express provisions of this Agreement. No representation, warranty, covenant, agreement, obligation or duty of the Custodian or any of its directors, officers, agents or employees shall be implied with respect to this Agreement or the Custodian's services hereunder. (de) The Custodian, its directors, officers, agents and employees shall be under no duty or obligation to inspect, review or examine the Custodial Files to determine that the contents thereof are genuine, enforceable or appropriate for the represented purpose or that they have been actually recorded or that they are other than what they purport to be on their face. (f) The Custodian may consult with counsel selected by the Custodian with regard to legal questions arising out of or in connection with this Agreement, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action reasonably taken, omitted or suffered by the Custodian in good faith and in accordance therewith. (g) No provision of this Agreement shall require the Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity is not reasonably assured to it. (eh) Any corporation into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any corporation succeeding to the business of the Custodian shall be the successor of the Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.