Common use of Limitation on Liability of the Company Clause in Contracts

Limitation on Liability of the Company. the Servicer and Others . Neither the Company nor the Servicer nor any of the directors, officers, employees or agents of the Company or the Servicer shall be under any liability to the Trust, the Holders of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, Class L6-SW Regular Interest or the Certificateholders for any action taken by such Person or for such Person’s 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, the Servicer or any such Person against any liability 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 duties and obligations hereunder. Each of the Company, the Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, may rely in good faith on any document of any kind properly executed and submitted by any Person respecting any matters arising hereunder. Each of the Company, the Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or 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. Neither the Company nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties related to the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that each of the Company and the Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement, the Certificates or the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Company and the Servicer shall be entitled to be reimbursed, as applicable, therefor out of the Collection Account and/or the Distribution Account, as provided by Section 3.11.

Limitation on Liability of the Company. the Servicer Certificate Administrator and Others Others. Neither the Company nor Company, the Servicer Certificate Administrator nor any of the directors, officers, employees or agents of the Company or the Servicer Certificate Administrator shall be under any liability to the Trust, the Holders of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, Class L6-SW Regular Interest Trust Fund or the Certificateholders for any action taken by such Person or for such Person’s 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, the Servicer Certificate Administrator or any such Person against any breach of warranties or representations made herein, or against any specific liability imposed on the Certificate Administrator pursuant to any Section hereof, or against any liability 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 or duties and obligations hereunder. Each of the The Company, the Servicer Certificate Administrator and any director, officer, employee or agent of the Company or the Servicer, as applicable, Certificate Administrator may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. Each of the The Company, the Servicer Certificate Administrator and any director, officer, employee or agent of the Company or the Servicer, as applicable, Certificate Administrator shall be indemnified and held harmless by the Trust and held harmless Fund against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or 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 or duties hereunder. Neither the Company nor the Servicer Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action which unless such action is not incidental related to its respective duties related to the Mortgage Loans in accordance with under this Agreement and which in its opinion may does not involve it in any expense or liability; provided, however, that each of the Company and the Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement, the Certificates or Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, and provided that such action has been consented to by the Holders of Certificates evidencing at least 51% of the Voting Rights, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Company and the Servicer shall be entitled to be reimbursed, reimbursed therefor from the Certificate Account as applicable, therefor provided in Section 3.04. In no event shall the Certificate Administrator be liable (solely in its capacity as Certificate Administrator) for any error arising out of any inaccurate information contained in any Distribution Date Statement. This provision shall not limit the Collection Account and/or the Distribution Account, as provided by Section 3.11Certificate Administrator's liability in any other capacity.

Limitation on Liability of the Company. the Master Servicer and Others Others. Neither the Company nor the Master Servicer nor any of the directors, officers, employees or agents of the Company or the Master Servicer shall be under any liability to the Trust, the Holders of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, Class L6-SW Regular Interest Interests or the Certificateholders for any action taken by such Person or by a Servicer or for such Person’s 's or Servicer's 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, the Master Servicer or any such Person against any liability 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 duties and obligations hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer may rely in good faith on any document of any kind properly executed and submitted by any Person respecting any matters arising hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or 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. Neither The Company and the Company nor the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties related to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that each of the Company and or the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement, the Certificates or the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Company and the Master Servicer shall be entitled to be reimbursed, as applicable, reimbursed therefor out of the Collection Account and/or the Distribution Certificate Account, as provided by Section 3.113.05.

Limitation on Liability of the Company. the Servicer Master -------------------------------------------------- Servicer, the Trustee and Others Others. Neither the Company nor Company, the Master Servicer -------------------------------- nor any of the directors, officers, employees or agents of the Company or the Master Servicer shall be under any liability to the TrustTrustee, the Holders of Certificateholders, the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, Class L6-SW Regular Interest Certificate Insurer or the Certificateholders Surety for any action taken by such Person or for such Person’s 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, the Master Servicer or any such Person person against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with this Agreement, or any liability 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 duties and obligations hereunder. Each any breach of the terms and conditions of this Agreement. The Company, the Servicer Master Servicer, the Trustee and any director, officer, employee or agent of the Company Company, the Master Servicer or the Servicer, as applicable, Trustee 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. Each of the Company, the Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or 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. Neither the Company nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties related to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense expenses or liability; provided, however, that each of the Company and or the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with in respect to the Mortgage Loans, this Agreement, the Certificates or Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of payable from the Trust Certificate Account and the Company and or the Master Servicer shall be entitled to be reimbursed, as applicable, reimbursed therefor out of the Collection Certificate Account and/or the Distribution Account, as provided by Section 3.115.09; provided that no such right of reimbursement shall exist with respect to the Master Servicer when such claim results from the failure of the Master Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or a breach of a representation or warranty made by the Master Servicer hereunder or as Mortgage Loan Seller under the Sale Agreement or the failure of the Master Servicer to deliver the Mortgage Files to the Custodian in accordance with this Agreement.

Limitation on Liability of the Company. the Servicer Certificate Administrator and Others Others. Neither the Company nor the Servicer Certificate Administrator nor any of the directors, officers, employees or agents of the Company or the Servicer Certificate Administrator shall be under any liability to the Trust, the Holders of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, Class L6-SW Regular Interest Interests or the Certificateholders for any action taken by such Person or for such Person’s 's 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, the Servicer Certificate Administrator or any such Person against any liability 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 duties and obligations hereunder. Each of the The Company, the Servicer Certificate Administrator and any director, officer, employee or agent of the Company or the Servicer, as applicable, Certificate Administrator may rely in good faith on any document of any kind properly executed and submitted by any Person respecting any matters arising hereunder. Each of the The Company, the Servicer Certificate Administrator and any director, officer, employee or agent of the Company or the Servicer, as applicable, Certificate Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan Underlying Certificate (other than as otherwise permitted in this Agreement) or 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. Neither The Company and the Company nor the Servicer Certificate Administrator shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties related to the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that each of the Company and or the Servicer Certificate Administrator may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Mortgage LoansUnderlying Certificates, this Agreement, the Certificates or the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Company and the Servicer Certificate Administrator shall be entitled to be reimbursed, as applicable, reimbursed therefor out of the Collection Account and/or the Distribution Certificate Account, as provided by Section 3.113.05.

Limitation on Liability of the Company. the Master Servicer and Others Others. Neither the Company nor the Master Servicer nor any of the directors, officers, employees or agents of the Company or the Master Servicer shall be under any liability to the Trust, the Holders of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, Class L6-SW Regular the Holder of the Variable Servicing Interest or the Certificateholders for any action taken by such Person or by a Servicer or for such Person’s 's or Servicer's 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, the Master Servicer or any such Person against any liability 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 duties and obligations hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer may rely in good faith on any document of any kind properly executed and submitted by any Person respecting any matters arising hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or 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. Neither The Company and the Company nor the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties related to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that each of the Company and or the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement, the Certificates or the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Company and the Master Servicer shall be entitled to be reimbursed, as applicable, reimbursed therefor out of the Collection Account and/or the Distribution Certificate Account, as provided by Section 3.113.05.

Limitation on Liability of the Company. the Servicer and Others THE CERTIFICATE ADMINISTRATOR AND OTHERS. Neither the Company nor Company, the Servicer Certificate Administrator nor any of the directors, officers, employees or agents of the Company or the Servicer Certificate Administrator shall be under any liability to the Trust, the Holders of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, Class L6-SW Regular Interest Trust Fund or the Certificateholders for any action taken by such Person or for such Person’s refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Company, the Servicer Certificate Administrator or any such Person against any breach of warranties or representations made herein, or against any specific liability imposed on the Certificate Administrator pursuant to any Section hereof, or against any liability 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 or duties and obligations hereunder. Each of the The Company, the Servicer Certificate Administrator and any director, officer, employee or agent of the Company or the Servicer, as applicable, Certificate Administrator may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. Each of the The Company, the Servicer Certificate Administrator and any director, officer, employee or agent of the Company or the Servicer, as applicable, Certificate Administrator shall be indemnified and held harmless by the Trust and held harmless Fund against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or 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 or duties hereunder. Neither the Company nor the Servicer Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action which unless such action is not incidental related to its respective duties related to the Mortgage Loans in accordance with under this Agreement and which in its opinion may does not involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that each of the Company and the Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement, the Certificates or Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, and provided that such action has been consented to by the Holders of Certificates evidencing at least 51% of the Voting Rights, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Company and the Servicer shall be entitled to be reimbursed, reimbursed therefor from the Certificate Account as applicable, therefor provided in SECTION 3.04. In no event shall the Certificate Administrator be liable (solely in its capacity as Certificate Administrator) for any error arising out of any inaccurate information contained in any Distribution Date Statement. This provision shall not limit the Collection Account and/or the Distribution Account, as provided by Section 3.11Certificate Administrator's liability in any other capacity.

Limitation on Liability of the Company. the Master -------------------------------------------------- Servicer and Others Others. Neither the Company nor the Master Servicer nor any ------------------- of the directors, officers, employees or agents of the Company or the Master Servicer shall be under any liability to the Trust, the Holders of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, Class L6-SW Regular Interest Trust Fund or the Certificateholders for any action taken by such Person or by a Servicer or for such Person’s 's or Servicer's 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, the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by 109 reason of reckless disregard of duties and obligations hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer may rely in good faith on any document of any kind properly executed and submitted by any Person respecting any matters arising hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or 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. Neither The Company and the Company nor the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties related to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that each of the Company and or the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement, the Certificates or the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund and the Company and the Master Servicer shall be entitled to be reimbursed, as applicable, reimbursed therefor out of the Collection Account and/or the Distribution Certificate Account, as provided by Section 3.113.05.

Limitation on Liability of the Company. the Servicer and Others . AND OTHERS Neither the Company nor the Servicer nor any of the directors, officers, employees or agents of the Company or the Servicer shall be under any liability to the Trust, the Holders of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, Class L6-SW Regular Interest or the Certificateholders Purchaser for any action taken by such Person or for such Person’s refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect the Company, the Servicer Company or any such Person person against any breach of warranties or representations made herein, or failure to perform in any way its obligations in compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith negligence or gross negligence in the performance of duties or by reason of reckless disregard of duties and obligations hereunder. Each any breach of the Company, the Servicer terms and conditions of this Agreement. The Company and any director, officer, employee or agent of the Company or the Servicer, as applicable, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person the Purchaser respecting any matters arising hereunder. Each of the Company, the Servicer and any director, officer, employee or agent of the The Company or the Servicer, as applicable, shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or 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. Neither the Company nor the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties related to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense expenses or liability; provided, however, that each the Company may, with the consent of the Company and the Servicer may in its discretion Purchaser, which consent shall not be unreasonably withheld, undertake any such action which it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement, the Certificates or Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of for which the Trust Purchaser will be liable, and the Company and the Servicer shall be entitled to be reimbursed, as applicable, reimbursed therefor out of from the Collection Account and/or the Distribution Account, as provided by Section 3.11Purchaser upon written demand.

Limitation on Liability of the Company. the Servicer Master -------------------------------------------------- Servicer, the Trustee and Others Others. Neither the Company nor Company, the Master -------------------------------- Servicer nor any of the directors, officers, employees or agents of the Company or the Master Servicer shall be under any liability to the TrustTrustee, the Holders of Certificateholders, the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, Class L6-SW Regular Interest Certificate Insurer or the Certificateholders Surety for any action taken by such Person or for such Person’s 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, the Master Servicer or any such Person person against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with this Agreement, or any liability 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 duties and obligations hereunder. Each any breach of the terms and conditions of this Agreement. The Company, the Servicer Master Servicer, the Trustee and any director, officer, employee or agent of the Company Company, the Master Servicer or the Servicer, as applicable, Trustee 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. Each of the Company, the Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or 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. Neither the Company nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties related to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense expenses or liability; provided, however, that each of the Company and or the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with in respect to the Mortgage Loans, this Agreement, the Certificates or Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of payable from the Trust Certificate Account and the Company and or the Master Servicer shall be entitled to be reimbursed, as applicable, reimbursed therefor out of the Collection Certificate Account and/or the Distribution Account, as provided by Section 3.115.09; provided that no such right of reimbursement shall exist with respect to the Master Servicer when such claim results from the failure of the Master Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or a breach of a representation or warranty made by the Master Servicer hereunder or as Mortgage Loan Seller under the Sale Agreement or the failure of the Master Servicer to deliver the Mortgage Files to the Custodian in accordance with this Agreement.

Limitation on Liability of the Company. the Master Servicer and Others Others. Neither the Company nor the Master Servicer nor any of the directors, officers, employees or agents of the Company or the Master Servicer shall be under any liability to the Trust, the Holders of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, Class L6-SW Regular Interest Interests or the Certificateholders for any action taken by such Person or by a Servicer or for such Person’s 's or Servicer's 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, the Master Servicer or any such Person against any liability 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 duties and obligations hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer may rely in good faith on any document of any kind properly executed and submitted by any Person respecting any matters arising hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or 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. Neither The Company and the Company nor the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties related to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that each of the Company and or the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement, the Certificates or the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Company and the Master Servicer shall be entitled to be reimbursed, as applicable, reimbursed therefor out of the Collection Account and/or the Distribution Certificate Account, as provided by Section 3.11.3.05. 113

Limitation on Liability of the Company. the Master -------------------------------------------------- Servicer and Others Others. Neither the Company nor the Master Servicer -------------------- nor any of the directors, officers, employees or agents of the Company or the Master Servicer shall be under any liability to the Trust, the Holders of the REMIC I Regular InterestsI, REMIC II Regular Interests, or REMIC III Regular Interests, Class L6-SW Regular Interest Trust Fund or the Certificateholders for any action taken by such Person or by a Servicer or for such Person’s 's or Servicer's 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, the Master Servicer or any such Person against any liability 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 duties and obligations hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer may rely in good faith on any document of any kind properly executed and submitted by any Person respecting any matters arising hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer shall be indemnified by the REMIC I Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or 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. Neither The Company and the Company nor the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties related to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that each of the Company and or the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement, the Certificates or the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the REMIC I Trust Fund and the Company and the Master Servicer shall be entitled to be reimbursed, as applicable, reimbursed therefor out of the Collection Account and/or the Distribution Certificate Account, as provided by Section 3.113.05.

Limitation on Liability of the Company. the Master Servicer and Others Others. Neither the Company nor the Master Servicer nor any of the directors, officers, employees or agents of the Company or the Master Servicer shall be under any liability to the Trust, the Holders of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, Class L6-SW Regular Interest Interests or the Certificateholders for any action taken by such Person or by a Servicer or for such Person’s 's or Servicer's 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, the Master Servicer or any such Person against any liability 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 duties and obligations hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer may rely in good faith on any document of any kind properly executed and submitted by any Person respecting any matters arising hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or 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. Neither The Company and the Company nor the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which 101 is not incidental to its duties related to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that each of the Company and or the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement, the Certificates or the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Company and the Master Servicer shall be entitled to be reimbursed, as applicable, reimbursed therefor out of the Collection Account and/or the Distribution Certificate Account, as provided by Section 3.113.05.

Limitation on Liability of the Company. the Master Servicer and Others Others. Neither the Company nor the Master Servicer nor any of the directors, officers, employees or agents of the Company or the Master Servicer shall be under any liability to the Trust, the Holders of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, Class L6-SW Regular the Holder of the Variable Servicing Interest or the Certificateholders for any action taken by such Person or by a Servicer or for such Person’s 's or Servicer's 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, the Master Servicer or any such Person against any liability 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 duties and obligations hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer may rely in good faith on any document of any kind properly executed and submitted by any Person respecting any matters arising hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or 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. Neither the Company nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties related to the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that each of the Company and the Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement, the Certificates or the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Company and the Servicer shall be entitled to be reimbursed, as applicable, therefor out of the Collection Account and/or the Distribution Account, as provided by Section 3.11.duties

Limitation on Liability of the Company. the Servicer and Others . Neither the Company nor the Servicer nor any of the directors, officers, employees employees, agents or agents Control Persons of the Company or the Servicer Company, shall be under any liability to the Trust, the Holders of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, Class L6-SW Regular Interest Owner Trust or the Certificateholders for any action taken by such Person or for such Person’s 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 . The Company, the Servicer or any such Person against any liability 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 duties and obligations hereunder. Each of the Company, the Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, may rely in good faith on any document of any kind which, PRIMA FACIE, is properly executed and submitted by any Person respecting any matters arising hereunder. Each of the Company, the Servicer The Company and any director, officer, employee employee, agent or agent Control Person of the Company or the Servicer, as applicable, shall be indemnified by the Trust and held harmless by the Owner Trust against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or Agreement, the Indenture, the Owner Trust Certificates, the Bonds or any agreement related to any of the foregoing other than any loss, liability or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or incurred by reason of willful misfeasance, bad faith or gross negligence of the Company in the performance of duties hereunder obligations or by reason of reckless disregard of obligations and duties hereunder. Neither the The Company nor the Servicer shall be under any no obligation to appear in, prosecute or defend any legal action which unless such action is not incidental related to its duties related to the Mortgage Loans in accordance with under this Agreement and which in its opinion may does not involve it in any expense or liability; provided, however, that each of the Company and the Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement, the Certificates or Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Owner Trust, and the Company and the Servicer shall be entitled to seek reimbursement and be reimbursed, as applicable, reimbursed therefor out of from the Collection Account and/or the Distribution Account, as provided by in Section 3.113.05 of the Servicing Agreement.

Limitation on Liability of the Company. the Master Servicer and Others Others. Neither the Company nor the Master Servicer nor any of the directors, officers, employees or agents of the Company or the Master Servicer shall be under any liability to the Trust, the Holders of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, Class L6-SW Regular Interest Interests or the Certificateholders for any action taken by such Person or by a Servicer or for such Person’s 's or Servicer's 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, the Master Servicer or any such Person against any liability 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 duties and obligations hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer may rely in good faith on any document of any kind properly executed and submitted by any Person respecting any matters arising hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or 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. Neither The Company and the Company nor the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which 118 is not incidental to its duties related to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that each of the Company and or the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement, the Certificates or the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Company and the Master Servicer shall be entitled to be reimbursed, as applicable, reimbursed therefor out of the Collection Account and/or the Distribution Certificate Account, as provided by Section 3.113.05.

Limitation on Liability of the Company. the Master Servicer and Others Others. Neither the Company nor the Master Servicer nor any of the directors, officers, employees or agents of the Company or the Master Servicer shall be under any liability to the Trust, the Holders of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, Class L6-SW Regular Interest Trust or the Certificateholders for any action taken by such Person or by a Servicer or for such Person’s 's or Servicer's 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, the Master Servicer or any such Person against any liability 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 duties and obligations hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer may rely in good faith on any document of any kind properly executed and submitted by any Person respecting any matters arising hereunder. Each of the The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, Master Servicer shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or 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. Neither The Company and the Company nor the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties related to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that each of the Company and or the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement, the Certificates or the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Company and the Master Servicer shall be entitled to be reimbursed, as applicable, reimbursed therefor out of the Collection Account and/or the Distribution Certificate Account, as provided by Section 3.113.05.

Limitation on Liability of the Company. the Servicer, the Master Servicer and Others Others. Neither None of the Company nor Company, the Servicer, the Securities Administrator, the Master Servicer nor or any of the directors, officers, employees or agents of the Company Company, the Servicer or the Master Servicer shall be under any liability to the Trust, the Holders of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, Class L6-SW Regular Interest Trust Fund or the Certificateholders for any action taken by such Person or for such Person’s 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, the Servicer, the Securities Administrator, the Master Servicer or any such person against any breach of warranties, representations or covenants made herein or against any specific liability imposed on any such Person pursuant hereto or against any liability 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 and obligations hereunder. Each of the The Company, the Servicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Company or Company, the Servicer, as applicable, the Securities Administrator and the Master Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. Each of the The Company, the Servicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Company or Company, the Servicer, as applicable, the Securities Administrator or the Master Servicer shall be indemnified and held harmless by the Trust and held harmless Fund against any loss, liability or expense incurred in connection with any legal action relating to this Agreement Agreement, the Certificates or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan (incurred other than as otherwise permitted in this Agreement) or 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. Neither None of the Company nor Company, the Servicer, the Securities Administrator or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action which unless such action is not incidental related to its respective duties related to the Mortgage Loans in accordance with under this Agreement and which and, in its opinion may opinion, does not involve it in any expense or liability; provided, however, that each of the Company Company, the Servicer, the Securities Administrator and the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement, the Certificates or Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom (except 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) shall be expenses, costs and liabilities of the Trust Fund, and the Company Company, the Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed, as applicable, reimbursed therefor out of from the Collection Account and/or or the Distribution Account as and to the extent provided in Article III and Article IV, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, as the Servicer shall not be liable for any actions or inactions prior to the Cut-off Date of any prior servicer of the Mortgage Loans and the Master Servicer shall not be liable for any action or inaction of the Servicer, except to the extent expressly provided by Section 3.11herein.