Common use of Class CE Certificateholder's Directions With Respect to Defaulted Mortgage Loans Clause in Contracts

Class CE Certificateholder's Directions With Respect to Defaulted Mortgage Loans. (a) All parties to this Agreement acknowledge that the Class CE Certificateholder’s advice is made in the form of directions, and that the Class CE Certificateholder has the right to direct the Servicer in performing its duties under this Agreement. The Servicer must accept such advice, subject to the duties of the Servicer set forth in this Agreement. (b) The Class CE Certificateholder may provide the Servicer with advice regarding the management of specific defaulted Mortgage Loans. Such advice may be made in writing, in the form of electronic mail. The advice provided to the Servicer may be based on observations made in conjunction with the data provided pursuant to the Section 14.01 of this Agreement, or in conjunction with the Class CE Certificateholder’s periodic review of the Servicer’s operations. The advice may include comparable analysis of the performance of the Mortgage Loans in the Trust Fund with similar mortgage loans serviced by other mortgage loan servicers. Such advice also may take the form of benchmark comparisons that identify and interpret the Servicer’s strengths and weaknesses relative to similar, unidentified servicers in the industry. (c) In all cases where the Class CE Certificateholder makes directions to the Servicer, the Class CE Certificateholder will protect the confidentiality of the Servicer and other servicers in the industry whose work is monitored by the Class CE Certificateholder. Under no circumstances will the Class CE Certificateholder divulge any materials confidential of the Servicer, whether a party to this Agreement or not, or the details of any Servicer’s proprietary system or approaches. (d) All advice offered to the Servicer by the Class CE Certificateholder will be kept confidential by the Class CE Certificateholder, except as disclosed as a finding in the Class CE Certificateholder’s review and evaluation of the Servicer, as discussed in Section 13.01(e), or in reports to the Depositor. (e) The Servicer’s obligations under this Article XIV shall terminate upon the termination of the Trust Fund pursuant to Section 9.01. (f) Neither the Servicer nor the Class CE Certificateholder nor any of their respective directors, officers, employees or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to this Article XIV or for errors in judgment; provided, however, that this provision shall not protect the Servicer or the Class CE Certificateholder or any such Person against any liability which would otherwise be imposed by reason of willful malfeasance or bad faith. The Servicer and the Class CE Certificateholder and any director, officer, employee or agent thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. (g) The Servicer or the Class CE Certificateholder, as applicable, (“Indemnitor”) shall indemnify, defend and hold harmless the other (“Indemnitee”) and its officers, directors, agents and employees from and against all claims, losses, expenses, fees (including attorneys’ and expert witnesses’ fees), costs and judgments involving the rights and obligations of this Article XIV that may be asserted against Indemnitee (a) that result from the acts or omissions of the Indemnitor (including, without limitation, any advice or directions provided pursuant to this Section 14.02), or (b) result from third party claims of intellectual property infringement. (h) The Class CE Certificateholder agrees that all information supplied by or on behalf of the Servicer shall be used by the Class CE Certificateholder only for the benefit of the Certificateholders of the Trust Fund. Notwithstanding anything to the contrary in this Agreement, the Class CE Certificateholder shall be entitled to retain all records or other information supplied to Class CE Certificateholder pursuant to this Agreement.

Class CE Certificateholder's Directions With Respect to Defaulted Mortgage Loans. (a) All parties to this Agreement acknowledge that the Class CE Certificateholder’s advice is made in the form of directions, and that the Class CE Certificateholder has the right to direct the Servicer in performing its duties under this Agreement. The Servicer must accept such advice, subject to the duties of the Servicer set forth in this Agreement. (b) The Class CE Certificateholder may provide the Servicer with advice regarding the management of specific defaulted Mortgage Loans. Such advice may be made in writing, in the form of electronic mail. The advice provided to the Servicer may be based on observations made in conjunction with the data provided pursuant to the Section 14.01 2.01 of this Agreement, or in conjunction with the Class CE Certificateholder’s periodic review of the Servicer’s operations. The advice may include comparable analysis of the performance of the Mortgage Loans in the Trust Fund with similar mortgage loans serviced by other mortgage loan servicers. Such advice also may take the form of benchmark comparisons that identify and interpret the Servicer’s strengths and weaknesses relative to similar, unidentified servicers in the industry. (c) In all cases where the Class CE Certificateholder makes directions to the Servicer, the Class CE Certificateholder will protect the confidentiality of the Servicer and other servicers in the industry whose work is monitored by the Class CE Certificateholder. Under no circumstances will the Class CE Certificateholder divulge any materials confidential of the Servicer, whether a party to this Agreement or not, or the details of any Servicer’s proprietary system or approaches. (d) All advice offered to the Servicer by the Class CE Certificateholder will be kept confidential by the Class CE Certificateholder, except as disclosed as a finding in the Class CE Certificateholder’s review and evaluation of the Servicer, as discussed in Section 13.01(e12.01 (e), or in reports to the Depositor. (e) The Servicer’s obligations under this Article XIV XII shall terminate upon the termination of the Trust Fund pursuant to Section 9.01. (f) Neither the Servicer nor the Class CE Certificateholder nor any of their respective directors, officers, employees or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to this Article XIV XII or for errors in judgment; provided, however, that this provision shall not protect the Servicer or the Class CE Certificateholder or any such Person against any liability which would otherwise be imposed by reason of willful malfeasance or bad faith. The Servicer and the Class CE Certificateholder and any director, officer, employee or agent thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. (g) The Servicer or the Class CE Certificateholder, as applicable, (“Indemnitor”) shall indemnify, defend and hold harmless the other (“Indemnitee”) and its officers, directors, agents and employees from and against all claims, losses, expenses, fees (including attorneys’ and expert witnesses’ fees), costs and judgments involving the rights and obligations of this Article XIV XII that may be asserted against Indemnitee (a) that result from the acts or omissions of the Indemnitor (including, without limitation, any advice or directions provided pursuant to this Section 14.02)Indemnitor, or (b) result from third party claims of intellectual property infringement. (h) The Class CE Certificateholder agrees that all information supplied by or on behalf of the Servicer shall be used by the Class CE Certificateholder only for the benefit of the Certificateholders of the Trust Fund. Notwithstanding anything to the contrary in this Agreement, the Class CE Certificateholder shall be entitled to retain all records or other information supplied to Class CE Certificateholder pursuant to this Agreement.

Class CE Certificateholder's Directions With Respect to Defaulted Mortgage Loans. (a) All parties to this Agreement acknowledge that the Class CE Certificateholder’s 's advice is made in the form of directions, and that the Class CE Certificateholder has the right to direct the Servicer in performing its duties under this Agreement. The Servicer must accept such advice, subject to the duties of the Servicer set forth in this Agreement. (b) The Class CE Certificateholder may provide the Servicer with advice regarding the management of specific defaulted Mortgage Loans. Such advice may be made in writing, in the form of electronic mail. The advice provided to the Servicer may be based on observations made in conjunction with the data provided pursuant to the Section 14.01 of this Agreement, or in conjunction with the Class CE Certificateholder’s 's periodic review of the Servicer’s 's operations. The advice may include comparable analysis of the performance of the Mortgage Loans in the Trust Fund with similar mortgage loans serviced by other mortgage loan servicers. Such advice also may take the form of benchmark comparisons that identify and interpret the Servicer’s 's strengths and weaknesses relative to similar, unidentified servicers in the industry. (c) In all cases where the Class CE Certificateholder makes directions to the Servicer, the Class CE Certificateholder will protect the confidentiality of the Servicer and other servicers in the industry whose work is monitored by the Class CE Certificateholder. Under no circumstances will the Class CE Certificateholder divulge any materials confidential of the Servicer, whether a party to this Agreement or not, or the details of any Servicer’s 's proprietary system or approaches.. 146 (d) All advice offered to the Servicer by the Class CE Certificateholder will be kept confidential by the Class CE Certificateholder, except as disclosed as a finding in the Class CE Certificateholder’s 's review and evaluation of the Servicer, as discussed in Section 13.01(e), or in reports to the Depositor. (e) The Servicer’s 's obligations under this Article XIV shall terminate upon the termination of the Trust Fund pursuant to Section 9.01. (f) Neither the Servicer nor the Class CE Certificateholder nor any of their respective directors, officers, employees or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to this Article XIV or for errors in judgment; provided, however, that this provision shall not protect the Servicer or the Class CE Certificateholder or any such Person against any liability which would otherwise be imposed by reason of willful malfeasance or bad faith. The Servicer and the Class CE Certificateholder and any director, officer, employee or agent thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. (g) The Servicer or the Class CE Certificateholder, as applicable, (“"Indemnitor”") shall indemnify, defend and hold harmless the other (“"Indemnitee”") and its officers, directors, agents and employees from and against all claims, losses, expenses, fees (including attorneys’ ' and expert witnesses’ ' fees), costs and judgments involving the rights and obligations of this Article XIV that may be asserted against Indemnitee (a) that result from the acts or omissions of the Indemnitor (including, without limitation, any advice or directions provided pursuant to this Section 14.02), or (b) result from third party claims of intellectual property infringement. (h) The Class CE Certificateholder agrees that all information supplied by or on behalf of the Servicer shall be used by the Class CE Certificateholder only for the benefit of the Certificateholders of the Trust Fund. Notwithstanding anything to the contrary in this Agreement, the Class CE Certificateholder shall be entitled to retain all records or other information supplied to Class CE Certificateholder pursuant to this Agreement.

Class CE Certificateholder's Directions With Respect to Defaulted Mortgage Loans. (a) All parties to this Agreement acknowledge that the Class CE Certificateholder’s 's advice is made in the form of directions, and that the Class CE Certificateholder has the right to direct the Servicer in performing its duties under this Agreement. The Servicer must accept such advice, subject to the duties of the Servicer set forth in this Agreement. (b) The Class CE Certificateholder may provide the Servicer with advice regarding the management of specific defaulted Mortgage Loans. Such advice may be made in writing, in the form of electronic mail. The advice provided to the Servicer may be based on observations made in conjunction with the data provided pursuant to the Section 14.01 of this Agreement, or in conjunction with the Class CE Certificateholder’s 's periodic review of the Servicer’s 's operations. The advice may include comparable analysis of the performance of the Mortgage Loans in the Trust Fund with similar mortgage loans serviced by other mortgage loan servicers. Such advice also may take the form of benchmark comparisons that identify and interpret the Servicer’s 's strengths and weaknesses relative to similar, unidentified servicers in the industry. (c) In all cases where the Class CE Certificateholder makes directions to the Servicer, the Class CE Certificateholder will protect the confidentiality of the Servicer and other servicers in the industry whose work is monitored by the Class CE Certificateholder. Under no circumstances will the Class CE Certificateholder divulge any materials confidential of the Servicer, whether a party to this Agreement or not, or the details of any Servicer’s 's proprietary system or approaches. (d) All advice offered to the Servicer by the Class CE Certificateholder will be kept confidential by the Class CE Certificateholder, except as disclosed as a finding in the Class CE Certificateholder’s 's review and evaluation of the Servicer, as discussed in Section 13.01(e), or in reports to the Depositor. (e) The Servicer’s 's obligations under this Article XIV shall terminate upon the termination of the Trust Fund pursuant to Section 9.01. (f) Neither the Servicer nor the Class CE Certificateholder nor any of their respective directors, officers, employees or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to this Article XIV or for errors in judgment; provided, however, that this provision shall not protect the Servicer or the Class CE Certificateholder or any such Person against any liability which would otherwise be imposed by reason of willful malfeasance or bad faith. The Servicer and the Class CE Certificateholder and any director, officer, employee or agent thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. (g) The Servicer or the Class CE Certificateholder, as applicable, (“"Indemnitor”") shall indemnify, defend and hold harmless the other (“"Indemnitee”") and its officers, directors, agents and employees from and against all claims, losses, expenses, fees (including attorneys’ ' and expert witnesses’ ' fees), costs and judgments involving the rights and obligations of this Article XIV that may be asserted against Indemnitee (a) that result from the acts or omissions of the Indemnitor (including, without limitation, any advice or directions provided pursuant to this Section 14.02), or (b) result from third party claims of intellectual property infringement. (h) The Class CE Certificateholder agrees that all information supplied by or on behalf of the Servicer shall be used by the Class CE Certificateholder only for the benefit of the Certificateholders of the Trust Fund. Notwithstanding anything to the contrary in this Agreement, the Class CE Certificateholder shall be entitled to retain all records or other information supplied to Class CE Certificateholder pursuant to this Agreement.. 104

Class CE Certificateholder's Directions With Respect to Defaulted Mortgage Loans. (a) All parties to this Agreement acknowledge that the Class CE Certificateholder’s 's advice is made in the form of directions, and that the Class CE 150 Certificateholder has the right to direct the Servicer in performing its duties under this Agreement. The Servicer must accept such advice, subject to the duties of the Servicer set forth in this Agreement. (b) The Class CE Certificateholder may provide the Servicer with advice regarding the management of specific defaulted Mortgage Loans. Such advice may be made in writing, in the form of electronic mail. The advice provided to the Servicer may be based on observations made in conjunction with the data provided pursuant to the Section 14.01 of this Agreement, or in conjunction with the Class CE Certificateholder’s 's periodic review of the Servicer’s 's operations. The advice may include comparable analysis of the performance of the Mortgage Loans in the Trust Fund with similar mortgage loans serviced by other mortgage loan servicers. Such advice also may take the form of benchmark comparisons that identify and interpret the Servicer’s 's strengths and weaknesses relative to similar, unidentified servicers in the industry. (c) In all cases where the Class CE Certificateholder makes directions to the Servicer, the Class CE Certificateholder will protect the confidentiality of the Servicer and other servicers in the industry whose work is monitored by the Class CE Certificateholder. Under no circumstances will the Class CE Certificateholder divulge any materials confidential of the Servicer, whether a party to this Agreement or not, or the details of any Servicer’s 's proprietary system or approaches. (d) All advice offered to the Servicer by the Class CE Certificateholder will be kept confidential by the Class CE Certificateholder, except as disclosed as a finding in the Class CE Certificateholder’s 's review and evaluation of the Servicer, as discussed in Section 13.01(e), or in reports to the Depositor. (e) The Servicer’s 's obligations under this Article XIV shall terminate upon the termination of the Trust Fund pursuant to Section 9.01. (f) Neither the Servicer nor the Class CE Certificateholder nor any of their respective directors, officers, employees or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to this Article XIV or for errors in judgment; provided, however, that this provision shall not protect the Servicer or the Class CE Certificateholder or any such Person against any liability which would otherwise be imposed by reason of willful malfeasance or bad faith. The Servicer and the Class CE Certificateholder and any director, officer, employee or agent thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. (g) The Servicer or the Class CE Certificateholder, as applicable, (“"Indemnitor”") shall indemnify, defend and hold harmless the other (“"Indemnitee”") and its officers, directors, agents and employees from and against all claims, losses, expenses, fees (including attorneys’ ' and expert witnesses’ ' fees), costs and judgments involving the rights and obligations of this Article XIV that may be asserted against Indemnitee (a) that result from the acts or omissions of the Indemnitor (including, without limitation, any advice or directions provided pursuant to this Section 14.02), or (b) result from third party claims of intellectual property infringement.. 151 (h) The Class CE Certificateholder agrees that all information supplied by or on behalf of the Servicer shall be used by the Class CE Certificateholder only for the benefit of the Certificateholders of the Trust Fund. Notwithstanding anything to the contrary in this Agreement, the Class CE Certificateholder shall be entitled to retain all records or other information supplied to Class CE Certificateholder pursuant to this Agreement.. 152

Class CE Certificateholder's Directions With Respect to Defaulted Mortgage Loans. (a) All parties to this Agreement acknowledge that the Class CE Certificateholder’s 's advice is made in the form of directions, and that the Class CE Certificateholder has the right to direct the Servicer in performing its duties under this Agreement. The Servicer must accept such advice, subject to the duties of the Servicer set forth in this Agreement. (b) The Class CE Certificateholder may provide the Servicer with advice regarding the management of specific defaulted Mortgage Loans. Such advice may be made in writing, in the form of electronic mail. The advice provided to the Servicer may be based on observations made in conjunction with the data provided pursuant to the Section 14.01 13.01 of this Agreement, or in conjunction with the Class CE Certificateholder’s 's periodic review of the Servicer’s 's operations. The advice may include comparable analysis of the performance of the Mortgage Loans in the Trust Fund with similar mortgage loans serviced by other mortgage loan servicers. Such advice also may take the form of benchmark comparisons that identify and interpret the Servicer’s 's strengths and weaknesses relative to similar, unidentified servicers in the industry. (c) In all cases where the Class CE Certificateholder makes directions to the Servicer, the Class CE Certificateholder will protect the confidentiality of the Servicer and other servicers in the industry whose work is monitored by the Class CE Certificateholder. Under no circumstances will the Class CE Certificateholder divulge any materials confidential of the Servicer, whether a party to this Agreement or not, or the details of any Servicer’s 's proprietary system or approaches. (d) All advice offered to the Servicer by the Class CE Certificateholder will be kept confidential by the Class CE Certificateholder, except as disclosed as a finding in the Class CE Certificateholder’s 's review and evaluation of the Servicer, as discussed in Section 13.01(e), or in reports to the Depositor. (e) The Servicer’s 's obligations under this Article XIV XIII shall terminate upon the termination of the Trust Fund pursuant to Section 9.01. (f) Neither the Servicer nor the Class CE Certificateholder nor any of their respective directors, officers, employees or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to this Article XIV XIII or for errors in judgment; provided, however, that this provision shall not protect the Servicer or the Class CE Certificateholder or any such Person against any liability which would otherwise be imposed by reason of willful malfeasance or bad faith. The Servicer and the Class CE Certificateholder and any director, officer, employee or agent thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. (g) The Servicer or the Class CE Certificateholder, as applicable, (“"Indemnitor”") shall indemnify, defend and hold harmless the other (“"Indemnitee”") and its officers, directors, agents and employees from and against all claims, losses, expenses, fees (including attorneys’ ' and expert witnesses’ ' fees), costs and judgments involving the rights and obligations of this Article XIV XIII that may be asserted against Indemnitee (a) that result from the acts or omissions of the Indemnitor (including, without limitation, any advice or directions provided pursuant to this Section 14.0213.02), or (b) result from third party claims of intellectual property infringement. (h) The Class CE Certificateholder agrees that all information supplied by or on behalf of the Servicer shall be used by the Class CE Certificateholder only for the benefit of the Certificateholders of the Trust Fund. Notwithstanding anything to the contrary in this Agreement, the Class CE Certificateholder shall be entitled to retain all records or other information supplied to Class CE Certificateholder pursuant to this Agreement.. 146 147

Class CE Certificateholder's Directions With Respect to Defaulted Mortgage Loans. (a) All parties to this Agreement acknowledge that the Class CE Certificateholder’s 's advice is made in the form of directions, and that the Class CE Certificateholder has the right to direct the Servicer in performing its duties under this Agreement. The Servicer must accept such advice, subject to the duties of the Servicer set forth in this Agreement. (b) The Class CE Certificateholder may provide the Servicer with advice regarding the management of specific defaulted Mortgage Loans. Such advice may be made in writing, in the form of electronic mail. The advice provided to the Servicer may be based on observations made in conjunction with the data provided pursuant to the Section 14.01 2.01 of this Agreement, or in conjunction with the Class CE Certificateholder’s 's periodic review of the Servicer’s 's operations. The advice may include comparable analysis of the performance of the Mortgage Loans in the Trust Fund with similar mortgage loans serviced by other mortgage loan servicers. Such advice also may take the form of benchmark comparisons that identify and interpret the Servicer’s 's strengths and weaknesses relative to similar, unidentified servicers in the industry. (c) In all cases where the Class CE Certificateholder makes directions to the Servicer, the Class CE Certificateholder will protect the confidentiality of the Servicer and other servicers in the industry whose work is monitored by the Class CE Certificateholder. Under no circumstances will the Class CE Certificateholder divulge any materials confidential of the Servicer, whether a party to this Agreement or not, or the details of any Servicer’s 's proprietary system or approaches. (d) All advice offered to the Servicer by the Class CE Certificateholder will be kept confidential by the Class CE Certificateholder, except as disclosed as a finding in the Class CE Certificateholder’s 's review and evaluation of the Servicer, as discussed in Section 13.01(e12.01 (e), or in reports to the Depositor. (e) The Servicer’s 's obligations under this Article XIV XII shall terminate upon the termination of the Trust Fund pursuant to Section 9.01. (f) Neither the Servicer nor the Class CE Certificateholder nor any of their respective directors, officers, employees or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to this Article XIV XII or for errors in judgment; provided, however, that this provision shall not protect the Servicer or the Class CE Certificateholder or any such Person against any liability which would otherwise be imposed by reason of willful malfeasance or bad faith. The Servicer and the Class CE Certificateholder and any director, officer, employee or agent thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. (g) The Servicer or the Class CE Certificateholder, as applicable, (“"Indemnitor”") shall indemnify, defend and hold harmless the other (“"Indemnitee”") and its officers, directors, agents and employees from and against all claims, losses, expenses, fees (including attorneys’ ' and expert witnesses’ ' fees), costs and judgments involving the rights and obligations of this Article XIV XII that may be asserted against Indemnitee (a) that result from the acts or omissions of the Indemnitor (including, without limitation, any advice or directions provided pursuant to this Section 14.02)Indemnitor, or (b) result from third party claims of intellectual property infringement. (h) The Class CE Certificateholder agrees that all information supplied by or on behalf of the Servicer shall be used by the Class CE Certificateholder only for the benefit of the Certificateholders of the Trust Fund. Notwithstanding anything to the contrary in this Agreement, the Class CE Certificateholder shall be entitled to retain all records or other information supplied to Class CE Certificateholder pursuant to this Agreement.

Class CE Certificateholder's Directions With Respect to Defaulted Mortgage Loans. (a) All parties to this Agreement acknowledge that the Class CE Certificateholder’s 's advice is made in the form of directions, and that the Class CE Certificateholder has the right to direct the Servicer in performing its duties under this Agreement. The Servicer must accept such advice, subject to the duties of the Servicer set forth in this Agreement. (b) The Class CE Certificateholder may provide the Servicer with advice regarding the management of specific defaulted Mortgage Loans. Such advice may be made in writing, in the form of electronic mail. The advice provided to the Servicer may be based on observations made in conjunction with the data provided pursuant to the Section 14.01 2.01 of this Agreement, or in conjunction with the Class CE Certificateholder’s 's periodic review of the Servicer’s 's operations. The advice may include comparable analysis of the performance of the Mortgage Loans in the Trust Fund with similar mortgage loans serviced by other mortgage loan servicers. Such advice also may take the form of benchmark comparisons that identify and interpret the Servicer’s 's strengths and weaknesses relative to similar, unidentified servicers in the industry. (c) In all cases where the Class CE Certificateholder makes directions to the Servicer, the Class CE Certificateholder will protect the confidentiality of the Servicer and other servicers in the industry whose work is monitored by the Class CE Certificateholder. Under no circumstances will the Class CE Certificateholder divulge any materials confidential of the Servicer, whether a party to this Agreement or not, or the details of any Servicer’s 's proprietary system or approaches. (d) All advice offered to the Servicer by the Class CE Certificateholder will be kept confidential by the Class CE Certificateholder, except as disclosed as a finding in the Class CE Certificateholder’s 's review and evaluation of the Servicer, as discussed in Section 13.01(e12.01(e), or in reports to the Depositor. (e) The Servicer’s 's obligations under this Article XIV XII shall terminate upon the termination of the Trust Fund pursuant to Section 9.01. (f) Neither the Servicer nor the Class CE Certificateholder nor any of their respective directors, officers, employees or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to this Article XIV XII or for errors in judgment; provided, however, that this provision shall not protect the Servicer or the Class CE Certificateholder or any such Person against any liability which would otherwise be imposed by reason of willful malfeasance or bad faith. The Servicer and the Class CE Certificateholder and any director, officer, employee or agent thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. (g) The Servicer or the Class CE Certificateholder, as applicable, (“"Indemnitor”") shall indemnify, defend and hold harmless the other (“"Indemnitee”") and its officers, directors, agents and employees from and against all claims, losses, expenses, fees (including attorneys’ ' and expert witnesses’ ' fees), costs and judgments involving the rights and obligations of this Article XIV XII that may be asserted against Indemnitee (a) that result from the acts or omissions of the Indemnitor (including, without limitation, any advice or directions provided pursuant to this Section 14.02)Indemnitor, or (b) result from third party claims of intellectual property infringement. (h) The Class CE Certificateholder agrees that all information supplied by or on behalf of the Servicer shall be used by the Class CE Certificateholder only for the benefit of the Certificateholders of the Trust Fund. Notwithstanding anything to the contrary in this Agreement, the Class CE Certificateholder shall be entitled to retain all records or other information supplied to Class CE Certificateholder pursuant to this Agreement.

Class CE Certificateholder's Directions With Respect to Defaulted Mortgage Loans. (a) All parties to this Agreement acknowledge that the Class CE Certificateholder’s 's advice is made in the form of directions, and that the Class CE Certificateholder has the right to direct the Servicer in performing its duties under this Agreement. The Servicer must accept such advice, subject to the duties of the Servicer set forth in this Agreement. (b) The Class CE Certificateholder may provide the Servicer with advice regarding the management of specific defaulted Mortgage Loans. Such advice may be made in writing, in the form of electronic mail. The advice provided to the Servicer may be based on observations 150 made in conjunction with the data provided pursuant to the Section 14.01 of this Agreement, or in conjunction with the Class CE Certificateholder’s 's periodic review of the Servicer’s 's operations. The advice may include comparable analysis of the performance of the Mortgage Loans in the Trust Fund with similar mortgage loans serviced by other mortgage loan servicers. Such advice also may take the form of benchmark comparisons that identify and interpret the Servicer’s 's strengths and weaknesses relative to similar, unidentified servicers in the industry. (c) In all cases where the Class CE Certificateholder makes directions to the Servicer, the Class CE Certificateholder will protect the confidentiality of the Servicer and other servicers in the industry whose work is monitored by the Class CE Certificateholder. Under no circumstances will the Class CE Certificateholder divulge any materials confidential of the Servicer, whether a party to this Agreement or not, or the details of any Servicer’s 's proprietary system or approaches. (d) All advice offered to the Servicer by the Class CE Certificateholder will be kept confidential by the Class CE Certificateholder, except as disclosed as a finding in the Class CE Certificateholder’s 's review and evaluation of the Servicer, as discussed in Section 13.01(e), or in reports to the Depositor. (e) The Servicer’s 's obligations under this Article XIV shall terminate upon the termination of the Trust Fund pursuant to Section 9.01. (f) Neither the Servicer nor the Class CE Certificateholder nor any of their respective directors, officers, employees or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to this Article XIV or for errors in judgment; provided, however, that this provision shall not protect the Servicer or the Class CE Certificateholder or any such Person against any liability which would otherwise be imposed by reason of willful malfeasance or bad faith. The Servicer and the Class CE Certificateholder and any director, officer, employee or agent thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. (g) The Servicer or the Class CE Certificateholder, as applicable, (“"Indemnitor”") shall indemnify, defend and hold harmless the other (“"Indemnitee”") and its officers, directors, agents and employees from and against all claims, losses, expenses, fees (including attorneys’ ' and expert witnesses’ ' fees), costs and judgments involving the rights and obligations of this Article XIV that may be asserted against Indemnitee (a) that result from the acts or omissions of the Indemnitor (including, without limitation, any advice or directions provided pursuant to this Section 14.02), or (b) result from third party claims of intellectual property infringement. (h) The Class CE Certificateholder agrees that all information supplied by or on behalf of the Servicer shall be used by the Class CE Certificateholder only for the benefit of the Certificateholders of the Trust Fund. Notwithstanding anything to the contrary in this Agreement, the Class CE Certificateholder shall be entitled to retain all records or other information supplied to Class CE Certificateholder pursuant to this Agreement.. 151 152

Class CE Certificateholder's Directions With Respect to Defaulted Mortgage Loans. (a) All parties to this Agreement acknowledge that the Class CE Certificateholder’s advice is made in the form of directions, and that the Class CE Certificateholder has the right to direct the Servicer in performing its duties under this Agreement. The Servicer must accept such advice, subject to the duties of the Servicer set forth in this Agreement. (b) The Class CE Certificateholder may provide the Servicer with advice regarding the management of specific defaulted Mortgage Loans. Such advice may be made in writing, in the form of electronic mail. The advice provided to the Servicer may be based on observations made in conjunction with the data provided pursuant to the Section 14.01 of this Agreement, or in conjunction with the Class CE Certificateholder’s periodic review of the Servicer’s operations. The advice may include comparable analysis of the performance of the Mortgage Loans in the Trust Fund with similar mortgage loans serviced by other mortgage loan servicers. Such advice also may take the form of benchmark comparisons that identify and interpret the Servicer’s strengths and weaknesses relative to similar, unidentified servicers in the industry. (c) In all cases where the Class CE Certificateholder makes directions to the Servicer, the Class CE Certificateholder will protect the confidentiality of the Servicer and other servicers in the industry whose work is monitored by the Class CE Certificateholder. Under no circumstances will the Class CE Certificateholder divulge any materials confidential of the Servicer, whether a party to this Agreement or not, or the details of any Servicer’s proprietary system or approaches. (d) All advice offered to the Servicer by the Class CE Certificateholder will be kept confidential by the Class CE Certificateholder, except as disclosed as a finding in the Class CE Certificateholder’s review and evaluation of the Servicer, as discussed in Section 13.01(e), or in reports to the Depositor. (e) The Servicer’s obligations under this Article XIV shall terminate upon the termination of the Trust Fund pursuant to Section 9.01. (f) Neither the Servicer nor the Class CE Certificateholder nor any of their respective directors, officers, employees or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to this Article XIV or for errors in judgment; provided, however, that this provision shall not protect the Servicer or the Class CE Certificateholder or any such Person against any liability which would otherwise be imposed by reason of willful malfeasance or bad faith. The Servicer and the Class CE Certificateholder and any director, officer, employee or agent thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. (g) The Servicer or the Class CE Certificateholder, as applicable, (“Indemnitor”) shall indemnify, defend and hold harmless the other (“Indemnitee”) and its officers, directors, agents and employees from and against all claims, losses, expenses, fees (including attorneys’ and expert witnesses’ fees), costs and judgments involving the rights and obligations of this Article XIV that may be asserted against Indemnitee (a) that result from the acts or omissions of the Indemnitor (including, without limitation, any advice or directions provided pursuant to this Section 14.02), or (b) result from third party claims of intellectual property infringement. (h) The Class CE Certificateholder agrees that all information supplied by or on behalf of the Servicer shall be used by the Class CE Certificateholder only for the benefit of the Certificateholders of the Trust Fund. Notwithstanding anything to the contrary in this Agreement, the Class CE Certificateholder shall be entitled to retain all records or other information supplied to Class CE Certificateholder pursuant to this Agreement.

Class CE Certificateholder's Directions With Respect to Defaulted Mortgage Loans. (a) All parties to this Agreement acknowledge that the Class CE Certificateholder’s 's advice is made in the form of directions, and that the Class CE Certificateholder has the right to direct the Servicer in performing its duties under this Agreement. The Servicer must accept such advice, subject to the duties of the Servicer set forth in this Agreement. (b) The Class CE Certificateholder may provide the Servicer with advice regarding the management of specific defaulted Mortgage Loans. Such advice may be made in writing, in the form of electronic mail. The advice provided to the Servicer may be based on observations made in conjunction with the data provided pursuant to the Section 14.01 2.01 of this Agreement, or in conjunction with the Class CE Certificateholder’s 's periodic review of the Servicer’s 's operations. The advice may include comparable analysis of the performance of the Mortgage Loans in the Trust Fund with similar mortgage loans serviced by other mortgage loan servicers. Such advice also may take the form of benchmark comparisons that identify and interpret the Servicer’s 's strengths and weaknesses relative to similar, unidentified servicers in the industry. (c) In all cases where the Class CE Certificateholder makes directions to the Servicer, the Class CE Certificateholder will protect the confidentiality of the Servicer and other servicers in the industry whose work is monitored by the Class CE Certificateholder. Under no circumstances will the Class CE Certificateholder divulge any materials confidential of the Servicer, whether a party to this Agreement or not, or the details of any Servicer’s 's proprietary system or approaches. (d) All advice offered to the Servicer by the Class CE Certificateholder will be kept confidential by the Class CE Certificateholder, except as disclosed as a finding in the Class CE Certificateholder’s 's review and evaluation of the Servicer, as discussed in Section 13.01(e12.01(e), or in reports to the Depositor. (e) The Servicer’s 's obligations under this Article XIV XII shall terminate upon the termination of the Trust Fund pursuant to Section 9.01. (f) Neither the Servicer nor the Class CE Certificateholder nor any of their respective directors, officers, employees or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to this Article XIV XII or for errors in judgment; provided, however, that this provision shall not protect the Servicer or the Class CE Certificateholder or any such Person against any liability which would otherwise be imposed by reason of willful malfeasance or bad faith. The Servicer and the Class CE Certificateholder and any director, officer, employee or agent thereof may rely in good faith on any document of any 141 kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. (g) The Servicer or the Class CE Certificateholder, as applicable, (“"Indemnitor”") shall indemnify, defend and hold harmless the other (“"Indemnitee”") and its officers, directors, agents and employees from and against all claims, losses, expenses, fees (including attorneys’ ' and expert witnesses’ ' fees), costs and judgments involving the rights and obligations of this Article XIV XII that may be asserted against Indemnitee (a) that result from the acts or omissions of the Indemnitor (including, without limitation, any advice or directions provided pursuant to this Section 14.0212.02), or (b) result from third party claims of intellectual property infringement. (h) The Class CE Certificateholder agrees that all information supplied by or on behalf of the Servicer shall be used by the Class CE Certificateholder only for the benefit of the Certificateholders of the Trust Fund. Notwithstanding anything to the contrary in this Agreement, the Class CE Certificateholder shall be entitled to retain all records or other information supplied to Class CE Certificateholder pursuant to this Agreement.

Class CE Certificateholder's Directions With Respect to Defaulted Mortgage Loans. (a) All parties to this Agreement acknowledge that the Class CE Certificateholder’s 's advice is made in the form of directions, and that the Class CE Certificateholder has the right to direct the Servicer in performing its duties under this Agreement. The Servicer must accept such advice, subject to the duties of the Servicer set forth in this Agreement. (b) The Class CE Certificateholder may provide the Servicer with advice regarding the management of specific defaulted Mortgage Loans. Such advice may be made in writing, in the form of electronic mail. The advice provided to the Servicer may be based on observations made in conjunction with the data provided pursuant to the Section 14.01 of this Agreement, or in conjunction with the Class CE Certificateholder’s 's periodic review of the Servicer’s 's operations. The advice may include comparable analysis of the performance of the Mortgage Loans in the Trust Fund with similar mortgage loans serviced by other mortgage loan servicers. Such advice also may take the form of benchmark comparisons that identify and interpret the Servicer’s 's strengths and weaknesses relative to similar, unidentified servicers in the industry. (c) In all cases where the Class CE Certificateholder makes directions to the Servicer, the Class CE Certificateholder will protect the confidentiality of the Servicer and other servicers in the industry whose work is monitored by the Class CE Certificateholder. Under no circumstances will the Class CE Certificateholder divulge any materials confidential of the Servicer, whether a party to this Agreement or not, or the details of any Servicer’s 's proprietary system or approaches. (d) All advice offered to the Servicer by the Class CE Certificateholder will be kept confidential by the Class CE Certificateholder, except as disclosed as a finding in the Class CE Certificateholder’s 's review and evaluation of the Servicer, as discussed in Section 13.01(e), or in reports to the Depositor. (e) The Servicer’s 's obligations under this Article XIV shall terminate upon the termination of the Trust Fund pursuant to Section 9.01. (f) Neither the Servicer nor the Class CE Certificateholder nor any of their respective directors, officers, employees or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to this Article XIV or for errors in judgment; provided, however, that this provision shall not protect the Servicer or the Class CE Certificateholder or any such Person against any liability which would otherwise be imposed by reason of willful malfeasance or bad faith. The Servicer and the Class CE Certificateholder and any director, officer, employee or agent thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. (g) The Servicer or the Class CE Certificateholder, as applicable, (“"Indemnitor”") shall indemnify, defend and hold harmless the other (“"Indemnitee”") and its officers, directors, agents and employees from and against all claims, losses, expenses, fees (including attorneys’ ' and expert witnesses’ ' fees), costs and judgments involving the rights and obligations of this Article XIV that may be asserted against Indemnitee (a) that result from the acts or omissions of the Indemnitor (including, without limitation, any advice or directions provided pursuant to this Section 14.02), or (b) result from third party claims of intellectual property infringement. (h) The Class CE Certificateholder agrees that all information supplied by or on behalf of the Servicer shall be used by the Class CE Certificateholder only for the benefit of the Certificateholders of the Trust Fund. Notwithstanding anything to the contrary in this Agreement, the Class CE Certificateholder shall be entitled to retain all records or other information supplied to Class CE Certificateholder pursuant to this Agreement.. 150 151

Class CE Certificateholder's Directions With Respect to Defaulted Mortgage Loans. (a) All parties to this Agreement acknowledge that the Class CE Certificateholder’s 's advice is made in the form of directions, and that the Class CE Certificateholder has the right to direct the Servicer in performing its duties under this Agreement. The Servicer must accept such advice, subject to the duties of the Servicer set forth in this Agreement. (b) The Class CE Certificateholder may provide the Servicer with advice regarding the management of specific defaulted Mortgage Loans. Such advice may be made in writing, in the form of electronic mail. The advice provided to the Servicer may be based on observations made in conjunction with the data provided pursuant to the Section 14.01 of this Agreement, or in conjunction with the Class CE Certificateholder’s 's periodic review of the Servicer’s 's operations. The advice may include comparable analysis of the performance of the Mortgage Loans in the Trust Fund with similar mortgage loans serviced by other mortgage loan servicers. Such advice also may take the form of benchmark comparisons that identify and interpret the Servicer’s 's strengths and weaknesses relative to similar, unidentified servicers in the industry. (c) In all cases where the Class CE Certificateholder makes directions to the Servicer, the Class CE Certificateholder will protect the confidentiality of the Servicer and other servicers in the industry whose work is monitored by the Class CE Certificateholder. Under no circumstances will the Class CE Certificateholder divulge any materials confidential of the Servicer, whether a party to this Agreement or not, or the details of any Servicer’s 's proprietary system or approaches. (d) All advice offered to the Servicer by the Class CE Certificateholder will be kept confidential by the Class CE Certificateholder, except as disclosed as a finding in the Class CE Certificateholder’s 's review and evaluation of the Servicer, as discussed in Section 13.01(e), or in reports to the Depositor.. 153 (e) The Servicer’s 's obligations under this Article XIV shall terminate upon the termination of the Trust Fund pursuant to Section 9.01. (f) Neither the Servicer nor the Class CE Certificateholder nor any of their respective directors, officers, employees or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to this Article XIV or for errors in judgment; provided, however, that this provision shall not protect the Servicer or the Class CE Certificateholder or any such Person against any liability which would otherwise be imposed by reason of willful malfeasance or bad faith. The Servicer and the Class CE Certificateholder and any director, officer, employee or agent thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. (g) The Servicer or the Class CE Certificateholder, as applicable, (“"Indemnitor”") shall indemnify, defend and hold harmless the other (“"Indemnitee”") and its officers, directors, agents and employees from and against all claims, losses, expenses, fees (including attorneys’ ' and expert witnesses’ ' fees), costs and judgments involving the rights and obligations of this Article XIV that may be asserted against Indemnitee (a) that result from the acts or omissions of the Indemnitor (including, without limitation, any advice or directions provided pursuant to this Section 14.02), or (b) result from third party claims of intellectual property infringement. (h) The Class CE Certificateholder agrees that all information supplied by or on behalf of the Servicer shall be used by the Class CE Certificateholder only for the benefit of the Certificateholders of the Trust Fund. Notwithstanding anything to the contrary in this Agreement, the Class CE Certificateholder shall be entitled to retain all records or other information supplied to Class CE Certificateholder pursuant to this Agreement.