Common use of Limitation on Liability of the Depositor and the Servicer Clause in Contracts

Limitation on Liability of the Depositor and the Servicer. None of the Depositor, the Servicer or any director, manager, member, officer, employee, shareholder or agent of any of the foregoing shall be under any liability to the Trust, the Trustee or the Securityholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Servicer against liability to the Trustee, the Trust or the Securityholders for any breach of a representation, warranty or covenant made herein, or against any expense or liability specifically required to be borne thereby without right of reimbursement pursuant to the terms hereof, or against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Depositor, the Servicer and any director, officer, manager, member, employee, shareholder or agent of any of the foregoing may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any other party hereto respecting any matters arising hereunder. The Servicer and any director, officer, manager, member, employee, shareholder or agent of any of the foregoing shall be indemnified by the Trust against any loss, liability, cost or expense incurred in connection with any legal action relating to this Agreement, the Securities or any asset of the Trust, other than any such loss, liability, cost or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or otherwise incidental to the performance of obligations and duties under this Agreement, including, in the case of the Servicer, the prosecution of an enforcement action in respect of the Mortgage Loan (except as any such loss, liability or expense will be otherwise reimbursable pursuant to this Agreement); (ii) that constitutes an Advance and is otherwise reimbursable pursuant to this Agreement (provided that this clause (ii) is not intended to limit the Servicer’s right of recovery of liabilities and expenses incurred as a result of being the defendant, or participating in a proceeding to which another indemnified party under this Section 6.03 is a defendant, in legal action relating to this Agreement); or (iii) that was incurred in connection with claims against such party resulting from (A) any breach of a representation, warranty or covenant made herein by such party, or (B) willful misfeasance, bad faith or negligence in the performance of, or negligent disregard of, obligations or duties hereunder by such party or violation of applicable law. Neither the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, except in the case of a legal action contemplated by Section 3.22, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may reasonably deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Securityholders 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 Servicer each shall be entitled to the direct payment of such expenses or to be reimbursed therefor from the Collection Account as provided in Section 3.05(a). The Servicer may consult with counsel, and any written advice or Opinion of Counsel, provided that such counsel is selected in accordance with the standard of care set forth in this Section 6.03 shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. This Section 6.03 shall survive the termination of this Agreement or the termination or resignation of the Servicer as regards rights and obligations prior to such termination or resignation.

Limitation on Liability of the Depositor and the Servicer. None of (a) Neither the Depositor, the Servicer or any director, manager, member, officer, employee, shareholder or agent of nor any of the foregoing directors, officers, employees or agents of the Depositor or the Servicer shall be under any liability to the TrustNote Insurer, the Trustee Issuer or the Securityholders for any action taken, taken or not taken, 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 Depositor or the Servicer against liability to the Trustee, the Trust or the Securityholders for any breach of a representation, warranty warranties or covenant representations made herein, or against failure to perform its obligations in compliance with any expense or liability specifically required to be borne thereby without right standard of reimbursement pursuant to the terms hereofcare set forth in this Agreement, or against any specific liability imposed on the Servicer or the Depositor pursuant to any other Section hereof; and provided further that this provision shall not protect the Depositor, the Servicer or any such person, against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder, or by reason of negligent reckless disregard of such obligations and dutiesduties hereunder. The Depositor, the Servicer and any director, officer, manager, member, employee, shareholder employee or agent of any of the foregoing Depositor or the Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any other party hereto Person respecting any matters arising hereunder. The Depositor, the Servicer and any director, officer, manager, member, employee, shareholder employee or agent of any of the foregoing Depositor or the Servicer shall be indemnified and held harmless by the Trust against any loss, liability, cost liability or expense incurred in connection with any legal action relating to this Agreement, Agreement or the Securities or any asset of the TrustSecurities, other than any such loss, liability, cost or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or otherwise incidental to the performance of obligations and duties under this Agreement, including, in the case of the Servicer, the prosecution of an enforcement action in respect of the Mortgage Loan (except as any such loss, liability or expense will be otherwise reimbursable pursuant related to Servicer's failure to perform its duties and service the Home Loans in compliance with the terms of this Agreement); (ii) that constitutes an Advance and is otherwise reimbursable pursuant to this Agreement (provided that this clause (ii) is not intended to limit the Servicer’s right of recovery of liabilities and expenses incurred as a result of being the defendant, or participating in a proceeding to which another indemnified party under this Section 6.03 is a defendantany loss, in legal action relating to this Agreement); liability or (iii) that was expense incurred in connection with claims against such party resulting from (A) any breach by reason of a representation, warranty or covenant made herein by such party, or (B) willful misfeasance, bad faith or negligence in the performance of, or negligent disregard of, obligations or of duties hereunder or by reason of reckless disregard of obligations and duties hereunder; provided, however, that such party or violation of applicable lawindemnity shall be payable solely as provided in Section 6.05(b)(i). Neither the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action which is related not incidental to its respective duties under this Agreement and, except in the case of a legal action contemplated by Section 3.22, and which in its opinion does not may involve it in any ultimate expense or liability; provided, however, that the Depositor or the Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable with respect to the enforcement and/or protection of this Agreement and the rights and duties of the parties hereto and the interests of the Securityholders hereunder. In such eventthe event the Depositor or the Servicer take any action as described in the preceding sentence, the legal expenses and costs of such action, if previously approved in writing by the Note Insurer, which approval shall not be unreasonably withheld, and any liability resulting therefrom, shall therefrom will be expenses, costs and liabilities of the TrustIssuer, and the Servicer each shall or the Depositor, as the case may be, will be entitled to the direct payment of such expenses or to be reimbursed therefor from the Collection Account as provided in Section 3.05(a6.05(b)(i). (b) [Reserved] (c) The Servicer agrees to indemnify and hold the Issuer, Indenture Trustee, the Depositor, the Note Insurer and each Noteholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses actually sustained by the Issuer, Indenture Trustee, the Depositor, the Note Insurer or any Noteholder resulting from the failure of the Servicer to perform its duties and service the Home Loans in compliance with the terms of this Agreement. The Servicer may consult shall immediately notify the Issuer, Indenture Trustee, the Depositor, the Note Insurer and each Securityholder if a claim is made by a third party arising out of or based upon the alleged actions of the Servicer or alleged failure of the Servicer to perform its duties and service the Home Loans in compliance with counselthe terms of this Agreement, and the Servicer shall assume (with the consent of the Indenture Trustee and the Note Insurer) the defense of any written advice such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or Opinion decree which may be entered against the Servicer, the Indenture Trustee, the Depositor, the Note Insurer and/or Securityholder in respect of Counselsuch claim. Notwithstanding the foregoing, provided the Servicer shall not be obligated to indemnify any such party or assume the defense for any claim by a third party that such counsel does not arise out of and is selected not based upon the alleged actions of the Servicer or alleged failure of the Servicer to perform its duties and service the Home Loans in compliance with the terms of this Agreement. (d) The Indenture Trustee shall, in accordance with instructions received from the standard Servicer, reimburse the Servicer only from amounts otherwise distributable on the Residual Interest Certificates for all amounts advanced by it pursuant to the preceding sentence, except when a final nonappealable adjudication determines that the claim relates directly to the failure of care set forth the Servicer to perform its duties in compliance with this Agreement. The provision of this Section 6.03 shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. This Section 6.03 11.01 shall survive the termination of this Agreement or and the termination or resignation payment of the Servicer as regards rights and obligations prior to such termination or resignationoutstanding Securities.

Limitation on Liability of the Depositor and the Servicer. None of (a) Neither the Depositor, the Servicer or any director, manager, member, officer, employee, shareholder or agent of nor any of the foregoing directors, members, officers, employees or agents of the Depositor or the Servicer shall be under any liability to [the Trust, Note Insurer,] the Trustee Issuer or the Securityholders for any action taken, taken or not taken, 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 Depositor or the Servicer against liability to the Trustee, the Trust or the Securityholders for any breach of a representation, warranty warranties or covenant representations made herein, or against failure to perform its obligations in compliance with any expense or liability specifically required to be borne thereby without right standard of reimbursement pursuant to the terms hereofcare set forth in this Agreement, or against any specific liability imposed on the Servicer or the Depositor pursuant to any other Section hereof; and provided further that this provision shall not protect the Depositor, the Servicer or any such person, against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder, or by reason of negligent reckless disregard of such obligations and dutiesduties hereunder. The Depositor, the Servicer and any director, member, officer, manager, member, employee, shareholder employee or agent of any of the foregoing Depositor or the Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any other party hereto Person respecting any matters arising hereunder. The Depositor, the Servicer and any director, member, officer, manager, member, employee, shareholder employee or agent of any of the foregoing Depositor or the Servicer shall be indemnified and held harmless by the Trust against any loss, liability, cost liability or expense incurred in connection with any legal action relating to this Agreement, Agreement or the Securities or any asset of the TrustSecurities, other than any such loss, liability, cost or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or otherwise incidental to the performance of obligations and duties under this Agreement, including, in the case of the Servicer, the prosecution of an enforcement action in respect of the Mortgage Loan (except as any such loss, liability or expense will be otherwise reimbursable pursuant related to Servicer's failure to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement); (ii) that constitutes an Advance and is otherwise reimbursable pursuant to this Agreement (provided that this clause (ii) is not intended to limit the Servicer’s right of recovery of liabilities and expenses incurred as a result of being the defendant, or participating in a proceeding to which another indemnified party under this Section 6.03 is a defendantany loss, in legal action relating to this Agreement); liability or (iii) that was expense incurred in connection with claims against such party resulting from (A) any breach by reason of a representation, warranty or covenant made herein by such party, or (B) willful misfeasance, bad faith or negligence in the performance of, or negligent disregard of, obligations or of duties hereunder or by reason of reckless disregard of obligations and duties hereunder; provided, however, that such party or violation of applicable lawindemnity shall be payable solely as provided in Section 6.05(b)(i). Neither the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action which is related not incidental to its respective duties under this Agreement and, except in the case of a legal action contemplated by Section 3.22, and which in its opinion does not may involve it in any ultimate expense or liability; provided, however, that the Depositor or the Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable with respect to the enforcement and/or protection of this Agreement and the rights and duties of the parties hereto and the interests of the Securityholders hereunder. In such eventthe event the Depositor or the Servicer take any action as described in the preceding sentence, the legal expenses and costs of such action[, if previously approved in writing by the Note Insurer, which approval shall not be unreasonably withheld,] and any liability resulting therefrom, shall therefrom will be expenses, costs and liabilities of the TrustIssuer, and the Servicer each shall or the Depositor, as the case may be, will be entitled to the direct payment of such expenses or to be reimbursed therefor from the Collection Account as provided in Section 3.05(a6.05(b)(i). (b) [Reserved] (c) The Servicer agrees to indemnify and hold the Issuer, Indenture Trustee, the Depositor[, the Note Insurer] and each Noteholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses actually sustained by the Issuer, Indenture Trustee, the Depositor, the Note Insurer or any Noteholder resulting from the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer may consult shall immediately notify the Issuer, Indenture Trustee, the Depositor[, the Note Insurer] and each Securityholder if a claim is made by a third party arising out of or based upon the alleged actions of the Servicer or alleged failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with counselthe terms of this Agreement, and the Servicer shall assume (with the consent of the Indenture Trustee [and the Note Insurer]) the defense of any written advice such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or Opinion decree which may be entered against the Servicer, the Indenture Trustee, the Depositor[, the Note Insurer] and/or Securityholder in respect of Counselsuch claim. Notwithstanding the foregoing, provided the Servicer shall not be obligated to indemnify any such party or assume the defense for any claim by a third party that such counsel does not arise out of and is selected not based upon the alleged actions of the Servicer or alleged failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. (d) The Indenture Trustee shall, in accordance with instructions received from the standard Servicer, reimburse the Servicer only from amounts otherwise distributable on the Residual Interest Certificates for all amounts advanced by it pursuant to the preceding sentence, except when a final nonappealable adjudication determines that the claim relates directly to the failure of care set forth the Servicer to perform its duties in compliance with this Agreement. The provision of this Section 6.03 shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. This Section 6.03 11.01 shall survive the termination of this Agreement or and the termination or resignation payment of the Servicer as regards rights and obligations prior to such termination or resignationoutstanding Securities.

Limitation on Liability of the Depositor and the Servicer. None of the Depositor, the Servicer or any director, manager, member, officer, employee, shareholder or agent of any of the foregoing shall be under any liability to the Trust, the Trustee or the Securityholders Certificateholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Servicer against liability to the Trustee, the Trust or the Securityholders Certificateholders for any breach of a representation, warranty or covenant made herein, or against any expense or liability specifically required to be borne thereby without right of reimbursement pursuant to the terms hereof, or against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Depositor, the Servicer and any director, officer, manager, member, employee, shareholder or agent of any of the foregoing may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any other party hereto respecting any matters arising hereunder. The Servicer and any director, officer, manager, member, employee, shareholder or agent of any of the foregoing shall be indemnified by the Trust against any loss, liability, cost or expense incurred in connection with any legal action relating to this Agreement, the Securities Certificates or any asset of the Trust, other than any such loss, liability, cost or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or otherwise incidental to the performance of obligations and duties under this Agreement, including, in the case of the Servicer, the prosecution of an enforcement action in respect of the Mortgage Loan (except as any such loss, liability or expense will be otherwise reimbursable pursuant to this Agreement); (ii) that constitutes an Advance and is otherwise reimbursable pursuant to this Agreement (provided that this clause (ii) is not intended to limit the Servicer’s right of recovery of liabilities and expenses incurred as a result of being the defendant, or participating in a proceeding to which another indemnified party under this Section 6.03 is a defendant, in legal action relating to this Agreement); or (iii) that was incurred in connection with claims against such party resulting from (A) any breach of a representation, warranty or covenant made herein by such party, or (B) willful misfeasance, bad faith or negligence in the performance of, or negligent disregard of, obligations or duties hereunder by such party or violation of applicable law. Neither the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, except in the case of a legal action contemplated by Section 3.22, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may reasonably deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Securityholders 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 Servicer each shall be entitled to the direct payment of such expenses or to be reimbursed therefor from the Collection Account as provided in Section 3.05(a). The Servicer may consult with counsel, and any written advice or Opinion of Counsel, provided that such counsel is selected in accordance with the standard of care set forth in this Section 6.03 shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. This Section 6.03 shall survive the termination of this Agreement or the termination or resignation of the Servicer as regards rights and obligations prior to such termination or resignation.

Limitation on Liability of the Depositor and the Servicer. None of (a) Neither the Depositor, the Servicer or any director, manager, member, officer, employee, shareholder or agent of nor any of the foregoing directors, members, officers, employees or agents of the Depositor or the Servicer shall be under any liability to [the Trust, Certificate Insurer,] the Trustee Trust Fund or the Securityholders Certificateholders for any action taken, taken or not taken, 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 Depositor or the Servicer against liability to the Trustee, the Trust or the Securityholders for any breach of a representation, warranty warranties or covenant representations made herein, or against any expense specific liability imposed on the Servicer or liability specifically required to be borne thereby without right of reimbursement the Depositor pursuant to any other Section hereof; and provided further that this provision shall not protect the terms hereofDepositor, the Servicer or any such person, against any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder, or by reason of negligent reckless disregard of such obligations and dutiesduties hereunder. The Depositor, the Servicer and any director, member, officer, employee or agent of the Depositor or the Servicer 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. The Depositor, the Servicer and any director, officer, manager, member, employee, shareholder employee or agent of any of the foregoing may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any other party hereto respecting any matters arising hereunder. The Depositor or the Servicer and any director, officer, manager, member, employee, shareholder or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund against any loss, liability, cost liability or expense incurred in connection with any legal action relating to this Agreement, Agreement or the Securities or any asset of the TrustCertificates, other than any such loss, liability, cost liability or expense: (i) specifically required to be borne thereby pursuant expense related to the terms hereof or otherwise incidental Servicer's servicing obligations with respect to the performance of obligations and duties under this Agreement, including, in the case of the Servicer, the prosecution of an enforcement action in respect of the any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense will shall be otherwise reimbursable pursuant to this Agreement); (ii) that constitutes an Advance and is otherwise reimbursable pursuant or related to this Agreement (provided that this clause (ii) is not intended to limit the Servicer’s right of recovery of liabilities and expenses incurred as a result of being the defendant's obligations under this Agreement, or participating in a proceeding to which another indemnified party under this Section 6.03 is a defendantany loss, in legal action relating to this Agreement); liability or (iii) that was expense incurred in connection with claims against such party resulting from (A) any breach by reason of a representation, warranty or covenant made herein by such party, or (B) willful misfeasance, bad faith or negligence in the performance of, or negligent disregard of, obligations or of duties hereunder or by such party or violation reason of applicable lawreckless disregard of obligations and duties hereunder. Neither the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action which is related not incidental to its respective duties under this Agreement and, except in the case of a legal action contemplated by Section 3.22, and which in its opinion does not may involve it in any ultimate expense or liability; providedPROVIDED, howeverHOWEVER, that the Depositor or the Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable with respect to the enforcement and/or protection of this Agreement and the rights and duties of the parties hereto and the interests of the Securityholders Certificateholders hereunder. In such eventthe event the Depositor or the Servicer take any action as described in the preceding sentence, the legal expenses and costs of such actionaction [, if previously approved in writing by the Certificate Insurer, which approval shall not be unreasonably withheld,] and any liability resulting therefrom, shall therefrom will be expenses, costs and liabilities of the TrustTrust Fund, and the Servicer each shall or the Depositor, as the case may be, will be entitled to the direct payment of such expenses or to be reimbursed therefor from the Collection Account as provided in Section 3.05(a)5.04. (b) [Reserved] (c) The Servicer agrees to indemnify and hold the Trustee, the Depositor [, the Certificate Insurer] and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor and any Certificateholder may sustain resulting from the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer may consult shall immediately notify the Trustee, the Depositor [, the Certificate Insurer] and each Certificateholder if a claim is made by a third party arising out of or based upon the alleged actions of the Servicer or alleged failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with counselthe terms of this Agreement, and any written advice or Opinion of Counsel, provided that such counsel is selected in accordance the Servicer shall assume (with the standard consent of care set forth the Trustee [and the Certificate Insurer]) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Trustee, the Depositor [, the Certificate Insurer] and/or Certificateholder in respect of such claim. Notwithstanding the foregoing, the Servicer shall not be obligated to indemnify the Trust Fund or assume the defense for any claim by a third party that does not arise out of and is not based upon the alleged actions of the Servicer or alleged failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. (d) The Servicer shall reimburse itself from amounts in the Collection Account pursuant to Section 5.04 for all amounts advanced by it pursuant to the preceding sentence, except when a final nonappealable adjudication determines that the claim relates directly to the failure of the Servicer to perform its duties in compliance with this Agreement. The provision of this Section 6.03 shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. This Section 6.03 11.01(d) shall survive the termination of this Agreement or and the termination or resignation payment of the Servicer as regards rights and obligations prior to such termination or resignationoutstanding Certificates.

Limitation on Liability of the Depositor and the Servicer. None of the Depositor, the Servicer or any director, manager, member, officer, employee, shareholder or agent of any of the foregoing shall be under any liability to the Trust, the Trustee or the Securityholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgmentjudgment or for the execution and delivery of any amendment to any Mortgage if directed to do so in accordance with Section 3.01(b); provided, however, that (other than the provision regarding execution of any amendment to any Mortgage if directed to do so, in which case this proviso shall not apply) this provision shall not protect the Depositor or the Servicer against liability to the Trustee, the Trust or the Securityholders for any breach of a representation, warranty or covenant made herein, or against any expense or liability specifically required to be borne thereby without right of reimbursement pursuant to the terms hereof, or against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Depositor, the Servicer and any director, officer, manager, member, employee, shareholder or agent of any of the foregoing may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any other party hereto respecting any matters arising hereunder. The Servicer and any director, officer, manager, member, employee, shareholder or agent of any of the foregoing shall be indemnified by the Trust against any loss, liability, cost or expense incurred in connection with any legal action relating to this Agreement, the Securities or any asset of the Trust, other than any such loss, liability, cost or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or otherwise incidental to the performance of obligations and duties under this Agreement, including, in the case of the Servicer, the prosecution of an enforcement action in respect of the Mortgage Loan (except as any such loss, liability or expense will be otherwise reimbursable pursuant to this Agreement); (ii) that constitutes an Advance and is otherwise reimbursable pursuant to this Agreement (provided that this clause (ii) is not intended to limit the Servicer’s right of recovery of liabilities and expenses incurred as a result of being the defendant, or participating in a proceeding to which another indemnified party under this Section 6.03 is a defendant, in legal action relating to this Agreement); or (iii) that was incurred in connection with claims against such party resulting from (A) any breach of a representation, warranty or covenant made herein by such party, or (B) willful misfeasance, bad faith or negligence in the performance of, or negligent disregard of, obligations or duties hereunder by such party or violation of applicable law. Neither the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, except in the case of a legal action contemplated by Section 3.22, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may reasonably deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Securityholders 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 Servicer each shall be entitled to the direct payment of such expenses or to be reimbursed therefor from the Collection Account as provided in Section 3.05(a). The Servicer may consult with counsel, and any written advice or Opinion of Counsel, provided that such counsel is selected in accordance with the standard of care set forth in this Section 6.03 shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. This Section 6.03 shall survive the termination of this Agreement or the termination or resignation of the Servicer as regards rights and obligations prior to such termination or resignation.

Limitation on Liability of the Depositor and the Servicer. None of Neither the Depositor, the Servicer or any director, manager, member, officer, employee, shareholder or agent of nor any of the foregoing directors, officers, employees or agents of the Depositor or the Servicer shall be under any liability to the TrustCertificate Insurer, the Trustee Trust Fund or the Securityholders Certificateholders for any action taken, taken or not taken, 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 Depositor or the Servicer (but this provision shall protect the above described persons) against liability to the Trustee, the Trust or the Securityholders for any breach of a representation, warranty warranties or covenant representations made herein, or against any expense specific liability imposed on the Servicer or liability specifically required to be borne thereby without right of reimbursement the Depositor pursuant to any other Section hereof; and provided further that this provision shall not protect the terms hereofDepositor, the Servicer or any such person, against any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder, or by reason of negligent reckless disregard of such obligations and dutiesduties hereunder. The Depositor, the Servicer and any director, officer, manager, member, employee, shareholder employee or agent of any of the foregoing Depositor or the Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any other party hereto Person respecting any matters arising hereunder. The Depositor, the Servicer and any director, officer, manager, member, employee, shareholder employee or agent of any of the foregoing Depositor or the Master Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability, cost liability or expense incurred in connection with any legal action relating to this Agreement, Agreement or the Securities or any asset of the TrustCertificates, other than any such loss, liability, cost liability or expense: (i) specifically required expense related to be borne thereby pursuant Servicer's servicing obligations with respect to the terms hereof or otherwise incidental to the performance of obligations and duties under this Agreement, including, in the case of the Servicer, the prosecution of an enforcement action in respect of the any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense will shall be otherwise reimbursable pursuant to this Agreement); (ii) that constitutes an Advance and is otherwise reimbursable pursuant or related to this Agreement (provided that this clause (ii) is not intended to limit the Servicer’s right of recovery of liabilities and expenses incurred as a result of being the defendant's obligations under this Agreement, or participating in a proceeding to which another indemnified party under this Section 6.03 is a defendantany loss, in legal action relating to this Agreement); liability or (iii) that was expense incurred in connection with claims against such party resulting from (A) any breach by reason of a representation, warranty or covenant made herein by such party, or (B) willful misfeasance, bad faith or gross negligence in the performance of, or negligent disregard of, obligations or of duties hereunder or by such party or violation reason of applicable lawreckless disregard of obligations and duties hereunder. Neither the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action which is related not incidental to its respective duties under this Agreement and, except in the case of a legal action contemplated by Section 3.22, and which in its opinion does not may involve it in any ultimate expense or liability; provided, however, that the Depositor or the Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable with respect to the enforcement and/or protection of this Agreement and the rights and duties of the parties hereto and the interests of the Securityholders Certificateholders hereunder. In such eventthe event the Depositor or the Servicer take any action as described in the preceding sentence, the legal expenses and costs of such action, if previously approved in writing by the Certificate Insurer, which approval shall not be unreasonably withheld, and any liability resulting therefrom, shall therefrom will be expenses, costs and liabilities of the TrustTrust Fund, and the Servicer each shall or the Depositor, as the case may be, will be entitled to the direct payment of such expenses or to be reimbursed therefor from out of funds in the Collection Account as provided in Section 3.05(a). The Servicer may consult with counsel, and any written advice or Opinion of Counsel, provided that such counsel is selected in accordance with the standard of care set forth in this Section 6.03 shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. This Section 6.03 shall survive the termination of this Agreement or the termination or resignation of the Servicer as regards rights and obligations prior to such termination or resignationAccount.