Common use of Liability of the Company and Others Clause in Contracts

Liability of the Company and Others. (a) The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein. (b) Neither the Company, nor any of the directors, officers, employees or agents of the Company shall be under any liability to any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company or any such person against any breach of warranties or representations made herein or any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Company and any director, officer, employee or agent of the Company 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. (c) The Company shall indemnify the Owner and the Successor Servicer and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees (including (without limitation) legal fees incurred in connection with the enforcement of the Company’s indemnification obligation under this Section 5.01) and related costs, judgments, and any other costs, fees and expenses that the Owner or the Successor Servicer may sustain arising out of, resulting from, caused by, or claimed by a third party to have been caused by or resulted from (i) any breach of any of Company’s representations, warranties or covenants set forth in this Agreement or (ii) the failure by the Company to perform its duties hereunder or under a Reconstitution Agreement. The Company immediately shall notify the Owner if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, assume (with the prior written consent of the Owner) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Owner in respect of such claim. The Owner promptly shall reimburse the Company for all amounts advanced by it pursuant to the preceding sentence, except when the claim is in any way related to the Company’s indemnification pursuant to the first sentence of this Section 5.01(c). (d) The Owner shall indemnify and hold harmless the Company and any director, officer, employee or agent of the Company against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or legal action relating to the servicing of the Mortgage Loans under this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, or by reason of a material breach by the Company of any representation or warranty made by it herein. (e) The Company shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Company may in its discretion undertake any such legal action relating to the servicing of the Mortgage Loans under this Agreement that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and is in accordance with Accepted Servicing Practices. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable or reimbursable out of the Custodial Account as provided by Section 3.07 and, notwithstanding any other provision hereof, distributions pursuant to Section 4.01 shall be reduced accordingly. (f) For purposes of this Section 5.01, “Owner” shall mean the Person then acting as the Owner under this Agreement and any and all Persons who previously were “Owners” under this Agreement and “Successor Servicer” shall mean the Person then acting as the Successor Servicer under this Agreement and any and all Persons who previously were “Successor Servicers” under this Agreement.

Liability of the Company and Others. (a) The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein. (b) . Neither the Company, nor any of the directors, officers, employees or agents of the Company shall be under any liability to any Initial Owner for any action taken or for refraining from the taking of any action in good faith pursuant to in accordance with the servicing of the Mortgage Loans under this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company or any such person against any breach of warranties or representations made herein herein, failure to perform obligations in compliance with the standards of care in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Company and any director, officer, employee or agent of the Company 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. (c) The Company shall indemnify . Notwithstanding the Owner and the Successor Servicer and hold it harmless against any and all claimsforegoing, losses, damages, penalties, fines, forfeitures, legal fees (including (without limitation) legal fees incurred in connection with the enforcement of the Company’s indemnification obligation under this Section 5.01) and related costs, judgments, and any other costs, fees and expenses that the Owner or the Successor Servicer may sustain arising out of, resulting from, caused by, or claimed by a third party to have been caused by or resulted from (i) any breach of any of Company’s representations, warranties or covenants set forth in this Agreement or (ii) the failure by the Company to perform its duties hereunder or under a Reconstitution Agreement. The Company immediately shall notify the Owner if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, assume (with the prior written consent of the Owner) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Owner in respect of such claim. The Owner promptly shall reimburse the Company for all amounts advanced by it pursuant to the preceding sentence, except when the claim is in any way related to the Company’s indemnification pursuant to the first sentence of this Section 5.01(c). (d) The Owner shall indemnify and hold harmless the Owner and any director, officer, employee or agent of the Owner for any loss, liability or expense incurred by such Owner arising (i) from any breach of warranty or representation or covenant of the Company made herein that materially and adversely affects the interests of the Owner or (ii) reasons of willful misfeasance, bad faith or negligence of the Company in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Company and any director, officer, employee or agent of the Company shall be indemnified by the Owner and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or legal action relating to the servicing of the Mortgage Loans under this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Company in the performance of its duties hereunder and any loss, liability or by reason of reckless disregard of obligations and duties hereunder, or expense incurred by reason of a material breach by the Company of any representation representation, warranty or warranty covenant made by it herein. . In case any proceeding shall be instituted involving any indemnified party (eeach, an “Indemnified Party”) in respect of which indemnity may be sought pursuant to this Agreement, such Indemnified Party shall promptly notify the indemnifying party (the “Indemnifying Party”) in writing and the Indemnifying Party, upon written request of the Indemnified Party, shall retain legal counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party. The Indemnifying Party shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Parties shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for the Indemnified Party. Any firm retained pursuant to clause (ii) of the second preceding sentence shall be designated in writing by the Indemnified Party. The Indemnifying Party may, at its option, at any time upon written notice to the Indemnified Party, assume the defense of any proceeding and may designate counsel satisfactory to the Indemnified Party in connection therewith, provided that the counsel so designated would have no actual or potential conflict of interest in connection with such representation. Unless it shall assume the defense of any proceeding, the Indemnifying Party shall not be liable for any settlement of any proceeding, effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. If Indemnifying Party assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the Indemnified Party or, if such settlement provides for unconditional release of any Indemnified Party in connection with all matters and liability relating to the proceeding that have been asserted against the Indemnified Party in such proceeding by the other parties to such settlement, without the consent of the Indemnified Party. The provisions of this Section 5.01 shall survive termination of this Agreement. The Company shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Company may in its discretion undertake any such legal action relating to the servicing of the Mortgage Loans under this Agreement that which it may deem necessary or desirable in respect to of this Agreement and the rights and duties of the parties hereto and is in accordance with Accepted Servicing Practiceshereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable or reimbursable out of the Custodial Account as provided by Section 3.07 and, notwithstanding any other provision hereof, distributions pursuant to Section 4.01 shall be reduced accordingly. (f) For purposes of this Section 5.01, “Owner” shall mean the Person then acting as the Owner under this Agreement and any and all Persons who previously were “Owners” under this Agreement and “Successor Servicer” shall mean the Person then acting as the Successor Servicer under this Agreement and any and all Persons who previously were “Successor Servicers” under this Agreementupon presentation of reasonable documentation with respect thereto.

Liability of the Company and Others. (a) The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein. (b) . Neither the Company, nor any of the directors, officers, employees or agents of the Company shall be under any liability to any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company or any such person against any breach of warranties or representations made herein or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence a failure in the performance of duties or by reason of reckless disregard of and obligations and duties hereunder. The Company and any director, officer, employee or agent of the Company 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. (c) The . Notwithstanding the foregoing, the Company shall indemnify the Owner and the Successor Servicer and hold it harmless against for any and all claims, losses, damages, penalties, fines, forfeitures, legal fees (including (without limitation) legal fees loss or liability incurred in connection with the enforcement of the Company’s indemnification obligation under this Section 5.01) and related costs, judgments, and any other costs, fees and expenses that the by such Owner or the Successor Servicer may sustain arising out of, resulting from, caused by, or claimed by a third party to have been caused by or resulted from (i) from any breach of any warranty or representation of the Company made herein that materially and adversely affects the interests of the Owner and the related Mortgage Loan is not purchased by the Company’s representations, warranties the Subservicer or covenants set forth in the Seller pursuant to the terms of this Agreement or (ii) by reason of the Company's failure by in the Company to perform performance of its duties hereunder in a manner that materially and adversely affects the interests of the Owner or under a Reconstitution Agreementby reason of reckless disregard of its obligations and duties hereunder. The Company immediately shall notify the Owner if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, assume (with the prior written consent of the Owner) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Owner in respect of such claim. The Owner promptly shall reimburse the Company for all amounts advanced by it pursuant to the preceding sentence, except when the claim is in any way related to the Company’s indemnification pursuant to the first sentence of this Section 5.01(c). (d) The Owner shall indemnify and hold harmless the Company and any director, officer, employee or agent of the Company shall be indemnified by the Owner and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or legal action relating to the servicing of the Mortgage Loans under this Agreement, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence the failure by the Company in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, or by reason of a material breach by the Company of any representation or warranty made by it herein. (e) . The Company shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Company may in its discretion undertake any such legal action relating to the servicing of the Mortgage Loans under this Agreement that which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and is in accordance with Accepted Servicing Practiceshereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable or reimbursable directly from the Owner or, with respect to any Mortgage Loans that have been the subject of a Securitization Transaction, directly out of the Custodial Account as provided by Section 3.07 and, notwithstanding any other provision hereof, distributions pursuant to Section 4.01 shall be reduced accordingly. (f) For purposes of this Section 5.01, “Owner” shall mean the Person then acting as the Owner under this Agreement and any and all Persons who previously were “Owners” under this Agreement and “Successor Servicer” shall mean the Person then acting as the Successor Servicer under this Agreement and any and all Persons who previously were “Successor Servicers” under this Agreement.

Liability of the Company and Others. (a) The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein. (b) . Neither the Company, nor any of the directors, officers, employees or agents of the Company shall be under any liability to any Initial Owner for any action taken or for refraining from the taking of any action in good faith pursuant to in accordance with the servicing of the Mortgage Loans under this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company or any such person against any breach of warranties or representations made herein herein, failure to perform obligations in compliance with the standards of care in this Agreement, or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Company and any director, officer, employee or agent of the Company 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. (c) The . Notwithstanding the foregoing, the Company shall indemnify the Initial Owner and the Successor Servicer and hold it harmless against for any and all claims, losses, damages, penalties, fines, forfeitures, legal fees (including (without limitation) legal fees loss or liability incurred in connection with the enforcement of the Company’s indemnification obligation under this Section 5.01) and related costs, judgments, and any other costs, fees and expenses that the by such Initial Owner or the Successor Servicer may sustain arising out of, resulting from, caused by, or claimed by a third party to have been caused by or resulted from (i) from any breach of any warranty or representation or covenant of Company’s representations, warranties or covenants set forth in this Agreement the Company made herein that materially and adversely affects the interests of the Initial Owner or (ii) the failure by the Company to perform its duties hereunder or under a Reconstitution Agreement. The Company immediately shall notify the Owner if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, assume (with the prior written consent of the Owner) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Owner in respect of such claim. The Owner promptly shall reimburse the Company for all amounts advanced by it pursuant to the preceding sentence, except when the claim is in any way related to the Company’s indemnification pursuant to the first sentence of this Section 5.01(c). (d) The Owner shall indemnify and hold harmless the Company and any director, officer, employee or agent of the Company against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or legal action relating to the servicing of the Mortgage Loans under this Agreement, other than any loss, liability or expense incurred by reason reasons of willful misfeasance, bad faith or negligence of the Company in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. In case any proceeding shall be instituted involving any indemnified party (each, an “Indemnified Party”) in respect of which indemnity may be sought pursuant to this Agreement, such Indemnified Party shall promptly notify the indemnifying party (the “Indemnifying Party”) in writing and the Indemnifying Party, upon written request of the Indemnified Party, shall retain legal counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party. The Indemnifying Party shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Parties shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for the Indemnified Party. Any firm retained pursuant to clause (ii) of the second preceding sentence shall be designated in writing by the Indemnified Party. The Indemnifying Party may, at its option, at any time upon written notice to the Indemnified Party, assume the defense of any proceeding and may designate counsel satisfactory to the Indemnified Party in connection therewith, provided that the counsel so designated would have no actual or potential conflict of interest in connection with such representation. Unless it shall assume the defense of any proceeding, the Indemnifying Party shall not be liable for any settlement of any proceeding, effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of a material breach by such settlement or judgment. If Indemnifying Party assumes the Company defense of any representation or warranty made by proceeding, it herein. (e) The Company shall not be under entitled to settle such proceeding with the consent of the Indemnified Party or, if such settlement provides for unconditional release of any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement Indemnified Party in connection with all matters and which in its opinion may involve it in any expense or liability; provided, however, that the Company may in its discretion undertake any such legal action liability relating to the servicing proceeding that have been asserted against the Indemnified Party in such proceeding by the other parties to such settlement, without the consent of the Mortgage Loans under this Agreement that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and is in accordance with Accepted Servicing PracticesIndemnified Party. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable or reimbursable out of the Custodial Account as provided by Section 3.07 and, notwithstanding any other provision hereof, distributions pursuant to Section 4.01 shall be reduced accordingly. (f) For purposes The provisions of this Section 5.01, “Owner” 5.01 shall mean the Person then acting as the Owner under this Agreement and any and all Persons who previously were “Owners” under this Agreement and “Successor Servicer” shall mean the Person then acting as the Successor Servicer under this Agreement and any and all Persons who previously were “Successor Servicers” under survive termination of this Agreement.

Liability of the Company and Others. (a) The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein. (b) . Neither the Company, nor any of the directors, officers, employees or agents of the Company shall be under any liability to any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company or any such person against any breach of warranties or representations made herein or any liability that which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless or negligent disregard of obligations and duties hereunder. The Company and any director, officer, employee or agent of the Company 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. (c) The . Notwithstanding the foregoing, the Company shall indemnify the Owner and the Successor Servicer and hold it harmless against for any and all claims, losses, damages, penalties, fines, forfeitures, legal fees (including (without limitation) legal fees loss or liability incurred in connection with the enforcement of the Company’s indemnification obligation under this Section 5.01) and related costs, judgments, and any other costs, fees and expenses that the by such Owner or the Successor Servicer may sustain arising out of, resulting from, caused by, or claimed by a third party to have been caused by or resulted from (i) from any breach of any warranty or representation of Company’s representations, warranties or covenants set forth in this Agreement the Company made herein that materially and adversely affects the interests of the Owner or (ii) the failure by the Company to perform its duties hereunder or under a Reconstitution Agreement. The Company immediately shall notify the Owner if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, assume (with the prior written consent of the Owner) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Owner in respect of such claim. The Owner promptly shall reimburse the Company for all amounts advanced by it pursuant to the preceding sentence, except when the claim is in any way related to the Company’s indemnification pursuant to the first sentence of this Section 5.01(c). (d) The Owner shall indemnify and hold harmless the Company and any director, officer, employee or agent of the Company against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or legal action relating to the servicing of the Mortgage Loans under this Agreement, other than any loss, liability or expense incurred by reason reasons of willful misfeasance, bad faith or negligence of the Company in the performance of its duties hereunder or by reason of reckless or negligent disregard of its obligations and duties hereunder, . The Owner shall indemnify the Company for any loss or by reason of a material breach liability incurred by the Company arising from any breach of the Agreement by the Owner, including any breach of warranty or representation or warranty of the Owner made by it herein. (e) herein that materially and adversely affects the interests of the Company. The Company shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Company may in its discretion undertake any such legal action relating to the servicing of the Mortgage Loans under this Agreement that which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and is in accordance with Accepted Servicing Practiceshereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable or reimbursable out of the Custodial Account as provided by Section 3.07 and, notwithstanding any other provision hereof, distributions pursuant to Section 4.01 shall be reduced accordingly. (f) For purposes of this Section 5.01, “Owner” shall mean the Person then acting as the Owner under this Agreement and any and all Persons who previously were “Owners” under this Agreement and “Successor Servicer” shall mean the Person then acting as the Successor Servicer under this Agreement and any and all Persons who previously were “Successor Servicers” under this Agreement.

Liability of the Company and Others. (a) The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein. (b) . Neither the Company, nor any of the directors, officers, employees or agents of the Company shall be under any liability to any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company or any such person against any breach of warranties or representations made herein or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Company and any director, officer, employee or agent of the Company 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. (c) The . Notwithstanding the foregoing, the Company shall indemnify the Owner and the Successor Servicer and hold it harmless against for any and all claims, losses, damages, penalties, fines, forfeitures, legal fees (including (without limitation) legal fees loss or liability incurred in connection with the enforcement of the Company’s indemnification obligation under this Section 5.01) and related costs, judgments, and any other costs, fees and expenses that the by such Owner or the Successor Servicer may sustain arising out of, resulting from, caused by, or claimed by a third party to have been caused by or resulted from (i) from any breach of any warranty or representation of the Company made herein that materially and adversely affects the interests of the Owner and the related Mortgage Loan is not purchased by the Company’s representations, warranties the Subservicer or covenants set forth in the Seller pursuant to the terms of this Agreement or (ii) the failure by reasons of willful misfeasance, bad faith or gross negligence of the Company to perform in the performance of its duties hereunder or under a Reconstitution Agreementby reason of reckless disregard of its obligations and duties hereunder. The Company immediately shall notify the Owner if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, assume (with the prior written consent of the Owner) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Owner in respect of such claim. The Owner promptly shall reimburse the Company for all amounts advanced by it pursuant to the preceding sentence, except when the claim is in any way related to the Company’s indemnification pursuant to the first sentence of this Section 5.01(c). (d) The Owner shall indemnify and hold harmless the Company and any director, officer, employee or agent of the Company shall be indemnified by each Owner, jointly and severally, and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or legal action relating to the servicing of the Mortgage Loans under this Agreement, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, or by reason of a material breach by the Company of any representation or warranty made by it herein. (e) . The Company shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Company may in its discretion undertake any such legal action relating to the servicing of the Mortgage Loans under this Agreement that which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and is in accordance with Accepted Servicing Practiceshereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable or reimbursable out of the Custodial Account as provided by Section 3.07 and, notwithstanding any other provision hereof, distributions pursuant to Section 4.01 shall be reduced accordingly. (f) For purposes of this Section 5.01, “Owner” shall mean the Person then acting as the Owner under this Agreement and any and all Persons who previously were “Owners” under this Agreement and “Successor Servicer” shall mean the Person then acting as the Successor Servicer under this Agreement and any and all Persons who previously were “Successor Servicers” under this Agreement.

Liability of the Company and Others. (a) The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein. (b) The Company shall indemnify and hold harmless the Owner against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and any other costs, fees and expenses that the Owner may sustain in any way arising from (i) any breach of warranty or representation of the Company made herein that materially and adversely affects the value of a Mortgage Loan or the interests of the Owner and the related Mortgage Loan or (ii) the failure by the Company to perform its obligations under this Agreement including but not limited to the Company's obligation to service and administer the Mortgage Loans in compliance with the terms of this Agreement and any Reconstitution Agreement. (c) Neither the Company, nor any of the directors, officers, employees or agents of the Company shall be under any liability to any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company or any such person against any breach of warranties or representations made herein or any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence a breach in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Company and any director, officer, employee or agent of the Company 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. (cd) The Company and any of its directors, officers, employees or agents shall indemnify be indemnified by the Initial Owner and the Successor Servicer each Owner that purchased Mortgage Loans in a Securitization Transaction and hold it held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees (including (without limitation) legal fees incurred in connection with the enforcement of the Company’s indemnification obligation under this Section 5.01) and related costs, judgments, and any other costs, fees and expenses that the Owner or the Successor Servicer may sustain arising out of, resulting from, caused by, or claimed by a third party to have been caused by or resulted from (i) any breach of any of Company’s representations, warranties or covenants set forth in this Agreement or (ii) the failure by the Company to perform its duties hereunder or under a Reconstitution Agreement. The Company immediately shall notify the Owner if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, assume (with the prior written consent of the Owner) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Owner in respect of such claim. The Owner promptly shall reimburse the Company for all amounts advanced by it pursuant to the preceding sentence, except when the claim is in any way related to the Company’s indemnification pursuant to the first sentence of this Section 5.01(c). (d) The Owner shall indemnify and hold harmless the Company and any director, officer, employee or agent of the Company against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or legal action relating to the servicing of the this Agreement arising or based upon facts occurring while such Initial Owner or Owner owned any Mortgage Loans under this AgreementLoans, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful (i) a breach by the Company of any representation, warranty or covenant made by it herein, (ii) the Company's wilful misfeasance, bad faith or negligence in the performance of its duties hereunder or by reason of (iii) the Company's reckless disregard of its obligations and duties hereunder, or by reason of a material breach by the Company of any representation or warranty made by it herein. (e) The Company shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Company may in its discretion undertake any such legal action relating to the servicing of the Mortgage Loans under this Agreement that which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and is in accordance with Accepted Servicing Practiceshereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable or reimbursable out of the Custodial Account as provided by Section 3.07 and, notwithstanding any other provision hereof, distributions pursuant to Section 4.01 shall be reduced accordingly. (f) For purposes If the Company is involved in legal proceedings where it is required to indemnify the Owner pursuant to Section 5.01(c) above, it shall not have any right to payment of its legal expenses and costs of such action out of the Custodial Account. (g) The indemnification obligations in this Section 5.01 shall survive the termination of this Section 5.01, “Owner” shall mean Agreement or the Person then acting as the Owner under this Agreement and termination of any and all Persons who previously were “Owners” under this Agreement and “Successor Servicer” shall mean the Person then acting as the Successor Servicer under this Agreement and any and all Persons who previously were “Successor Servicers” under party to this Agreement.

Liability of the Company and Others. (a) The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein. (b) Neither the Company, nor any of the directors, officers, employees or agents of the Company shall be under any liability to any Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company or any such person against any breach of warranties or representations made herein or any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Company and any director, officer, employee or agent of the Company 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. (c) The Company shall indemnify the Owner and the Successor Servicer and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees (including (without limitation) legal fees incurred in connection with the enforcement of the Company’s indemnification obligation under this Section 5.01) and related costs, judgments, and any other costs, fees and expenses that the Owner or the Successor Servicer may sustain arising out of, resulting from, caused by, or claimed by a third party to have been caused by or resulted from (i) any breach of any of Company’s representations, warranties or covenants set forth in this Agreement or (ii) the failure by the Company to perform its duties hereunder or under a Reconstitution Agreement. The Company immediately shall notify the Owner if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, assume (with the prior written consent of the Owner) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Owner in respect of such claim. The Owner promptly shall reimburse the Company for all amounts advanced by it pursuant to the preceding sentence, except when the claim is in any way related to the Company’s indemnification pursuant to the first sentence of this Section 5.01(c). (d) The Owner shall indemnify and hold harmless the Company and any director, officer, employee or agent of the Company against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or legal action relating to the servicing of the Mortgage Loans under this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, or by reason of a material breach by the Company of any representation or warranty made by it herein. (e) The Company shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Company may in its discretion undertake any such legal action relating to the servicing of the Mortgage Loans under this Agreement that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and is in accordance with Accepted Servicing Practices. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable or reimbursable out of the Custodial Account as provided by Section 3.07 and, notwithstanding any other provision hereof, distributions pursuant to Section 4.01 shall be reduced accordingly. (f) For purposes of this Section 5.01, “Owner” shall mean the Person then acting as the Owner under this Agreement and any and all Persons who previously were “Owners” under this Agreement and “Successor Servicer” shall mean the Person then acting as the Successor Servicer under this Agreement and any and all Persons who previously were “Successor Servicers” under this Agreement.