Common use of Limitation on Liability of the Depositor, the Master Servicers and Others Clause in Contracts

Limitation on Liability of the Depositor, the Master Servicers and Others. None of the Depositor, either Master Servicer or any of the directors, officers, employees or agents of the Depositor or of either Master Servicer shall be under any liability to the Trust Estate or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, either Master Servicer or any such Person against any breach of warranties or representations made herein 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 obligations and duties hereunder. The Depositor, the Master Servicers and any director, officer, employee or agent of the Depositor or the Master Servicers 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 Master Servicers and any director, officer, employee or agent of the Depositor or the Master Servicers shall be indemnified by the Trust Estate 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 related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither of the Depositor nor either of the Master Servicers shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor or either Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect to this 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 Estate, and the Depositor shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Certificate Account as provided by Section 3.11, the WF Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the WF Master Serviced Loans on deposit in the WF Master Servicer Custodial Account and the WMMSC Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the WMMSC Master Serviced Loans on deposit in the WMMSC Master Servicer Custodial Account.

Limitation on Liability of the Depositor, the Master Servicers and Others. None of the Depositor, either Master Servicer or any of the directors, officers, employees or agents of the Depositor or of either Master Servicer shall be under any liability to the Trust Estate Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, either Master Servicer or any such Person person against any breach of warranties warranties, representations or representations covenants made herein herein, or against any specific liability imposed on either Master Servicer 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 hereunder. The Depositor, the either Master Servicers Servicer and any director, officer, employee or agent of the Depositor or the either Master Servicers Servicer may rely in good faith on any document of any kind prima facie which, PRIMA FACIE, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the each Master Servicers Servicer and any director, officer, employee or agent of the Depositor or the either Master Servicers Servicer shall be indemnified and held harmless by the Trust Estate 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 related relating to any specific Mortgage Loan or Mortgage Loans (in the case of each Master Servicer, to the extent master serviced by it, and except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and or 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. Neither of the Depositor nor either of the Master Servicers 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 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 Depositor or either and each Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable in with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor or either Master Servicer acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights (which consent shall not be necessary for the Depositor or either Master Servicer in the case of litigation or other legal action by either to enforce their respective rights or defend themselves hereunder), 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 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 EstateFund, and the Depositor shall be entitled to be reimbursed therefor out of amounts attributable (subject to the Mortgage Loans on deposit in the Certificate Account as provided by Section 3.11, the WF limitations set forth above) and each Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable from the Collection Account as and to the WF Master Serviced Loans on deposit extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the WF Master Servicer Custodial Account and the WMMSC Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the WMMSC Master Serviced Loans on deposit in the WMMSC Master Servicer Custodial Collection Account.

Limitation on Liability of the Depositor, the Master Servicers and Others. None of Neither the Depositor, either the Master Servicer or Servicers nor any of the directors, officers, employees or agents of the Depositor or of either the Master Servicer Servicers shall be under any liability to the Trust Estate Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, either the Master Servicer Servicers or any such Person against any breach of warranties or representations made herein 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 obligations and duties hereunder. The Depositor, the Master Servicers and any director, officer, employee or agent of the Depositor or the Master Servicers 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 Master Servicers and any director, officer, employee or agent of the Depositor or the Master Servicers shall be indemnified by the Trust Estate 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 related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither of the Depositor nor either of the Master Servicers shall be under any obligation to appear in, prosecute or defend any legal action which or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor or either a Master Servicer may in its discretion undertake any such action which action, proceeding, hearing or examination that it may deem necessary or desirable in with respect to this 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 action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust EstateFund, and the Depositor and the Master Servicers shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Certificate applicable Custodial Account as provided by Section 3.113.10 and, on the Distribution Date(s) following such reimbursement, the WF Master Servicer aggregate of such expenses and costs shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled to be reimbursed therefor out of amounts attributable to the WF Master Serviced Loans on deposit thereto in the WF Master Servicer Custodial Account same manner as if such expenses and the WMMSC Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the WMMSC Master Serviced Loans on deposit in the WMMSC Master Servicer Custodial Accountcosts constituted a Prepayment Interest Shortfall.

Limitation on Liability of the Depositor, the Master Servicers and Others. None of the Depositor, either any Master Servicer or any of the directors, officers, employees or agents of the Depositor or of either any Master Servicer shall be under any liability to the Trust Estate Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, either any Master Servicer or any such Person person against any breach of warranties warranties, representations or representations covenants made herein herein, or against any specific liability imposed on any Master Servicer 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 hereunder. The Depositor, the any Master Servicers Servicer and any director, officer, employee or agent of the Depositor or the any Master Servicers Servicer may rely in good faith on any document of any kind prima facie which, PRIMA FACIE, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the any Master Servicers Servicer and any director, officer, employee or agent of the Depositor or the any Master Servicers Servicer shall be indemnified and held harmless by the Trust Estate 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 related relating to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and or 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. Neither None of the Depositor nor either of the any Master Servicers 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 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 Depositor or either and each Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable in with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor or any Master Servicer acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights (which consent shall not be necessary in the case of litigation or other legal action by either to enforce their respective rights or defend themselves hereunder), 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 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 EstateFund, and the Depositor shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Certificate Account as provided by Section 3.11, the WF and each Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable from the Collection Account as and to the WF Master Serviced Loans on deposit extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the WF Master Servicer Custodial Account and the WMMSC Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the WMMSC Master Serviced Loans on deposit in the WMMSC Master Servicer Custodial Collection Account.

Limitation on Liability of the Depositor, the Master Servicers and Others. None of the Depositor, either Master Servicer or any of the directors, officers, employees or agents of the Depositor or of either Master Servicer shall be under any liability to the Trust Estate Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, either Master Servicer or any such Person person against any breach of warranties warranties, representations or representations covenants made herein herein, or against any specific liability imposed on either Master Servicer 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 hereunder. The Depositor, the either Master Servicers Servicer and any director, officer, employee or agent of the Depositor or the either Master Servicers Servicer may rely in good faith on any document of any kind prima facie which, PRIMA FACIE, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the each Master Servicers Servicer and any director, officer, employee or agent of the Depositor or the either Master Servicers Servicer shall be indemnified and held harmless by the Trust Estate 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 related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and or 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; provided, in the case of the Depositor, however, that reimbursements to the Depositor (and its directors, officers, employees and agents) in respect of the indemnification provided by this Section 6.03 shall in the aggregate not exceed $25,000 in any calendar year. Neither of the Depositor nor either of the Master Servicers 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 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 Depositor or either and each Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable in with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor or either Master Servicer acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights (which consent shall not be necessary in the case of litigation or other legal action by either to enforce their respective rights or defend themselves hereunder), 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 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 EstateFund, and the Depositor shall be entitled to be reimbursed therefor out of amounts attributable (subject to the Mortgage Loans on deposit in the Certificate Account as provided by Section 3.11, the WF limitations set forth above) and each Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable from the Collection Account as and to the WF Master Serviced Loans on deposit extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the WF Master Servicer Custodial Account and the WMMSC Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the WMMSC Master Serviced Loans on deposit in the WMMSC Master Servicer Custodial Collection Account.

Limitation on Liability of the Depositor, the Master Servicers and Others. None of the Depositor, either any Master Servicer or any of the directors, officers, employees or agents of the Depositor or of either any Master Servicer shall be under any liability to the Trust Estate Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, either any Master Servicer or any such Person person against any breach of warranties warranties, representations or representations covenants made herein herein, or against any specific liability imposed on any Master Servicer 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 hereunder. The Depositor, the any Master Servicers Servicer and any director, officer, employee or agent of the Depositor or the any Master Servicers Servicer may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicers Servicer and any director, officer, employee or agent of the Depositor or the any Master Servicers Servicer shall be indemnified and held harmless by the Trust Estate 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 related relating to any specific Mortgage Home Equity Loan or Mortgage Home Equity Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and or 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. Neither of the Depositor nor either of the any Master Servicers 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 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 Depositor or either and each Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable in with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor or any Master Servicer acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights (which consent shall not be necessary in the case of litigation or other legal action by either to enforce their respective rights or defend themselves hereunder), 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 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 EstateFund, and the Depositor shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Certificate Account as provided by Section 3.11, the WF and each Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable from the Collection Account as and to the WF Master Serviced Loans on deposit extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the WF Master Servicer Custodial Account and the WMMSC Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the WMMSC Master Serviced Loans on deposit in the WMMSC Master Servicer Custodial Collection Account.

Limitation on Liability of the Depositor, the Master Servicers and Others. None of Neither the Depositor, either the Master Servicer or Servicers nor any of the directors, officers, employees or agents of the Depositor or of either the Master Servicer Servicers shall be under any liability to the Trust Estate Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, either the Master Servicer Servicers or any such Person against any breach of warranties or representations made herein 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 obligations and duties hereunder. The Depositor, the Master Servicers and any director, officer, employee or agent of the Depositor or the Master Servicers 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 Master Servicers and any director, officer, employee or agent of the Depositor or the Master Servicers shall be indemnified by the Trust Estate 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 related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither of the Depositor nor either of the Master Servicers shall be under any obligation to appear in, prosecute or defend any legal action which or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor or either a Master Servicer may in its discretion undertake any such action which action, proceeding, hearing or examination that it may deem necessary or desirable in with respect to this 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 action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust EstateFund, and the Depositor and the Master Servicers shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Certificate applicable Custodial Account as provided by Section 3.113.10 and, on the Distribution Date(s) following such reimbursement, the WF Master Servicer aggregate of such expenses and costs shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled to be reimbursed therefor out of amounts attributable to the WF Master Serviced Loans on deposit thereto in the WF Master Servicer Custodial Account same manner as if such expenses and the WMMSC Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the WMMSC Master Serviced Loans on deposit in the WMMSC Master Servicer Custodial Accountcosts constituted a Net Prepayment Interest Shortfall.

Limitation on Liability of the Depositor, the Master Servicers and Others. None of Neither the Depositor, either the Master Servicer or Servicers nor any of the directors, officers, employees or agents of the Depositor or of either the Master Servicer Servicers shall be under any liability to the Trust Estate Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, either the Master Servicer Servicers or any such Person against any breach of warranties or representations made herein 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 obligations and duties hereunder. The Depositor, the Master Servicers and any director, officer, employee or agent of the Depositor or the Master Servicers 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 Master Servicers and any director, officer, employee or agent of the Depositor or the Master Servicers shall be indemnified by the Trust Estate 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 related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither of the Depositor nor either of the Master Servicers shall be under any obligation to appear in, prosecute or defend any legal action which or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor or either a Master Servicer may in its discretion undertake any such action which action, proceeding, hearing or examination that it may deem necessary or desirable in with respect to this 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 action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate, and the Depositor shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Certificate Account as provided by Section 3.11, the WF Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the WF Master Serviced Loans on deposit in the WF Master Servicer Custodial Account and the WMMSC Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the WMMSC Master Serviced Loans on deposit in the WMMSC Master Servicer Custodial Account.the

Limitation on Liability of the Depositor, the Master Servicers and Others. None of (a) Neither the Depositor, either the Master Servicers nor the Special Servicer or nor any of the directors, officers, employees employees, members, managers or agents (including sub-servicers) of the Depositor Depositor, the Master Servicers or of either Master the Special Servicer shall be under any liability to the Trust Estate or Fund, the Certificateholders or any Serviced Companion Loan Noteholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this AgreementAgreement (including actions taken or not taken at the direction of the Directing Certificateholder), or for errors in judgment; provided, however, that this provision shall not protect the Depositor, either the applicable Master Servicer or the Special Servicer, or any member, manager, director, officer, employee or agent (including sub-servicers) of the Depositor, such Person Master Servicer or the Special Servicer, against any breach of warranties or representations made herein herein, or against any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith faith, fraud or gross negligence (or in the case of the applicable Master Servicer or Special Servicer, by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of duties or by reason of reckless negligent disregard of obligations and or duties hereunder. The Depositor, each Master Servicer, the Master Servicers Special Servicer, and any member, manager, director, officer, employee or agent (including sub-servicers) of the Depositor Depositor, such Master Servicer or the Master Servicers Special Servicer may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Depositor, each Master Servicer, the Master Servicers Special Servicer and any member, manager, director, officer, employee or agent (including sub-servicers) of the Depositor Depositor, such Master Servicer or the Master Servicers Special Servicer shall be indemnified and held harmless by the Trust Estate Fund out of the applicable Collection Account (in accordance with Section 3.06(b) or, if such matter relates directly to any Serviced Whole Loan, first out of the applicable Serviced Whole Loan Collection Account; provided that such expenses will first be allocated to the related Serviced B Loan, if any, and held harmless then will be allocated to the related Mortgage Loan, and then, if funds therein are insufficient, out of the Collection Accounts in accordance with Section 3.06, provided, that with respect to the Arrowhead Shopping Center Whole Loan, (i) such allocation first to the related B Loan shall only apply during the occurrence and continuance of a material default under the Mortgage Loan Documents related to the Arrowhead Shopping Center Whole Loan as defined in Section 3(b) of the Arrowhead Shopping Center Intercreditor Agreement and (ii) the Depositor and its members, managers, directors, officers, employees and agents will not be entitled to such reimbursement out of funds allocated to the Arrowhead Shopping Center B Loan; provided, however, that if such losses and liabilities relate solely to the Villas Parkmerced Mortgage Loan, then such indemnification shall be payable first from amounts in the applicable Collection Account that relate to the Villas Parkmerced Non-Pooled Component and then from other amounts in the Collection Account; provided, further, that with respect to losses and liabilities relating solely to the Villas Parkmerced Mortgage Loan, to the extent amounts in the Collection Account that relate to the Villas Parkmerced Non-Pooled Component are insufficient to pay for such indemnification, and such indemnification is paid from other amounts in the Collection Account, subsequent collections on the Villas Parkmerced Non-Pooled Component shall be used to reimburse the Trust Fund for any such indemnification) against any loss, liability or expense (including legal fees and expenses) incurred in connection with any claim or legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreementi) and any loss, liability or expense incurred by reason of willful misfeasancemisconduct, bad faith faith, fraud or gross negligence in the performance of duties hereunder or by reason of reckless negligent disregard of obligations and or duties hereunder. Neither , in each case by the Person being indemnified or (ii) in the case of the Depositor nor either and any of its directors, officers, members, managers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities laws. For the avoidance of doubt, such losses or liabilities shall not be deemed to relate solely to a Serviced B Loan for the sole reason that the related legal action was instituted by or against the Serviced B Loan Noteholder. None of the Depositor, the Master Servicers or the Special 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 under this Agreement and which in its opinion may involve does not expose it in to any expense or liability; provided, however, that the Depositor Depositor, the applicable Master Servicer or either Master the Special Servicer may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable in with respect to this 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 EstateFund and, in the case of any Serviced Whole Loan, first out of amounts allocated to the related B Loan, if any, out of the related Serviced Whole Loan Collection Account, provided, that with respect to the Arrowhead Shopping Center B Loan, such allocation first to the related B Loan shall only apply during the occurrence and continuance of a material default under the Mortgage Loan Documents related to the Arrowhead Shopping Center Whole Loan as defined in Section 3(b) of the Arrowhead Shopping Center Intercreditor Agreement and the Depositor shall will not be entitled to such reimbursement, and then such amounts will be reimbursed therefor allocated to the related Mortgage Loan, and then if funds therein are insufficient, out of amounts attributable the Collection Accounts in accordance with Section 3.06; provided, however, that if such losses and liabilities relate solely to the Villas Parkmerced Mortgage Loans on deposit Loan, then such losses and liabilities shall be payable first from amounts in the Certificate applicable Collection Account as provided that relate to the Villas Parkmerced Non-Pooled Component and then from other amounts in the Collection Account; provided, further, that with respect to losses and liabilities relating solely to the Villas Parkmerced Mortgage Loan, to the extent amounts in the Collection Account that relate to the Villas Parkmerced Non-Pooled Component are insufficient to pay for such losses and liabilities, and such losses and liabilities are paid from other amounts in the Collection Account, subsequent collections on the Villas Parkmerced Non-Pooled Component shall be used to reimburse the Trust Fund for any such payments. For the avoidance of doubt, such losses or liabilities shall not be deemed to relate solely to the Serviced B Loan for the sole reason that the related legal action was instituted by or against the Serviced B Loan Noteholder. The terms of this Section 3.116.03 shall survive the termination of any party hereto or of this Agreement. (b) The Directing Certificateholder shall have no liability whatsoever to the Trust Fund or any Certificateholder (except that if the Directing Certificateholder is the Controlling Class Representative, the WF Master Servicer Directing Certificateholder shall have no liability to any Controlling Class Certificateholder for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that, with respect to Controlling Class Certificateholders, the Controlling Class Representative shall not be entitled to protected against any liability that would otherwise be reimbursed therefor out imposed by reason of amounts attributable willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties). By its acceptance of a Certificate, each Certificateholder confirms its understanding that the Directing Certificateholder may take actions that favor the interests of one or more Classes of the Certificates over other Classes of the Certificates or one or more Companion Loan Noteholders over Certificateholders or other Companion Loan Noteholders, and that the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates or other Companion Loan Noteholders, that the Directing Certificateholder may act solely in its own interest (and if the Directing Certificateholder is the Controlling Class Representative, the interests of the Holders of the Controlling Class), that the Directing Certificateholder does not have any duties to the WF Master Serviced Loans on deposit Holders of any Class of Certificates or other Companion Loan Noteholders (and if the Directing Certificateholder is the Controlling Class Representative, other than the Controlling Class), that the Directing Certificateholder that is not the Controlling Class Representative may take actions that favor its own interest over the interests of the Certificateholders or other Companion Loan Noteholders (and if the Directing Certificateholder is the Controlling Class Representative, such Directing Certificateholder may favor the interests of the Holders of the Controlling Class over the interests of the Holders of one or more other classes of Certificates), that the Directing Certificateholder that is not the Controlling Class Representative, absent willful misfeasance, bad faith or negligence, shall not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance, by reason of its having acted solely in its own interests (and if the Directing Certificateholder is the Controlling Class Representative, in the WF Master Servicer Custodial Account interests of the Holders of the Controlling Class), and that the WMMSC Master Servicer Directing Certificateholder shall be entitled to be reimbursed therefor out of amounts attributable to have no liability whatsoever for having so acted, and no Certificateholder or Companion Loan Noteholder may take any action whatsoever against the WMMSC Master Serviced Loans on deposit in the WMMSC Master Servicer Custodial AccountDirecting Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.

Limitation on Liability of the Depositor, the Master Servicers and Others. None of Neither the Depositor, either the Master Servicer or Servicers nor any of the directors, officers, employees or agents of the Depositor or of either the Master Servicer Servicers shall be under any liability to the Trust Estate Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, either the Master Servicer Servicers or any such Person against any breach of warranties or representations made herein 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 obligations and duties hereunder. The Depositor, the Master Servicers and any director, officer, employee or agent of the Depositor or the Master Servicers 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 Master Servicers and any director, officer, employee or agent of the Depositor or the Master Servicers shall be indemnified by the Trust Estate 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 related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither of the Depositor nor either of the Master Servicers shall be under any obligation to appear in, prosecute or defend any legal action which or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor or either a Master Servicer may in its discretion undertake any such action which action, proceeding, hearing or examination that it may deem necessary or desirable in with respect to this 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 action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust EstateFund, and the Depositor and the Master Servicers shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Certificate applicable Custodial Account as provided by Section 3.113.10 and, on the Distribution Date(s) following such reimbursement, the WF Master Servicer aggregate of such expenses and costs shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled to be reimbursed therefor out of amounts attributable to the WF Master Serviced Loans on deposit thereto in the WF Master Servicer Custodial Account same manner as if such expenses and the WMMSC Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the WMMSC Master Serviced Loans on deposit in the WMMSC Master Servicer Custodial Accountcosts constituted a Prepayment Interest Shortfall.