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

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer Servicer, and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason because of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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 because of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason because of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable appropriate in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Seller, and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. (a) The Depositor shall not be under any obligation to expend or risk its own funds or otherwise incur financial liability in the Seller, performance of its duties hereunder or under a Supplement or in the Master Servicer and Others. None exercise of the Depositor, the Seller, the Master Servicer or any of its rights or powers if reasonable grounds exist for believing that the repayment or such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of its directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to any Trust or the Certificateholders of any Series for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person Depositor against any breach of representations representations, warranties or warranties covenants made by it herein herein, or protect the Depositor, the Seller, the Master Servicer or any such Person from against any liability which would otherwise be imposed by reasons 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. . (c) The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Depositor shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder and which under this Trust Agreement and, in its opinion may opinion, does not involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer Depositor may in its discretion undertake any such action that which it may deem necessary or desirable in with respect of to this Trust Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders hereunder. In The Depositor shall be under no obligation whatsoever to appear in, prosecute or defend any action, suit or other Proceeding in respect of any Underlying Securities. (d) The Depositor shall not be liable to any Certificateholder for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, and a Certificateholder of a Certificate or any other person believed by it in good faith to be competent to give such eventadvice or information, including, without limitation, the legal expenses Market Agent or the other parties to this Trust Agreement. The Depositor may rely and costs of such action shall be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. (e) The Depositor shall not incur any liability resulting therefrom to any Certificateholder if, by reason of any provision of any present or future law, or regulation thereunder, or any governmental authority, or by any reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositor shall be expenses, costs and liabilities prevented or forbidden from doing or performing any act or thing which the terms of the this Trust Fund, Agreement provide shall be done or performed; and the DepositorDepositor shall not incur any liability to any Certificateholder by reason of any non-performance or delay, caused as aforesaid, in the Seller and performance of any act or thing which the Master Servicer terms of this Trust Agreement provide shall or may be entitled done or performed, or by reason of any exercise of, or failure to be reimbursed therefor out of the Certificate Accountexercise, any discretion provided for in this Trust Agreement.

Limitation on Liability of the Depositor. the SellerSellers, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any Seller or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer or any Seller shall be under any liability to 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, the SellerMaster Servicer, the Master Servicer any Seller or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerMaster Servicer, the Master Servicer any Seller or any such Person from any liability which would otherwise be imposed by reasons 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 SellerMaster Servicer, the Master Servicer each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or each Seller 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 SellerMaster Servicer, the Master Servicer each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or any Seller shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer or any Seller shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer or any Seller may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer and each Seller shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerServicer, the Master Servicer Trustee and Others. None of Neither the Depositor, the Seller, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Depositor or the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, Depositor or the Seller, the Master Servicer or any such Person against any breach of warranties or representations made herein, or warranties made by it herein failure to perform its obligations in strict compliance with this Agreement, or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of obligations the terms and duties hereunderconditions of this Agreement. The Depositor, the SellerServicer, the Master Servicer Trustee, and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master Servicer 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. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of Neither the Depositor, the Seller or Servicer nor the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer Trustee shall be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its respective duties hereunder to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve cause it in to incur any expense expenses or liability; provided, however, that any of the Depositor, the Seller Servicer or the Master Servicer Trustee may in its discretion (and, in the case of the Depositor or the Servicer, with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Fund, Collection Account and the Depositor, the Seller and Servicer or the Master Servicer Trustee shall be entitled to be reimbursed therefor out of the Certificate AccountCollection Account as provided by Section 4.06; provided that no such right of reimbursement shall exist with respect to the Servicer when such claim relates to the failure of the Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by the Servicer hereunder.

Limitation on Liability of the Depositor. the SellerServicer, the Master Servicer Trustee and Others. None of Neither the Depositor, the Seller, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Depositor or the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, Depositor or the Seller, the Master Servicer or any such Person against any breach of warranties or representations made herein, or warranties made by it herein failure to perform its obligations in strict compliance with this Agreement, or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of obligations the terms and duties hereunderconditions of this Agreement. The Depositor, the SellerServicer, the Master Servicer Trustee, and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master Servicer 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. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of Neither the Depositor, the Seller or Trustee nor the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its respective duties hereunder to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve cause it in to incur any expense expenses or liability; provided, however, that any of the Depositor, the Seller Trustee or the Master Servicer may in its discretion (and, in the case of the Depositor or the Servicer, with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Fund, Collection Account and the Depositor, the Seller and Servicer or the Master Servicer Trustee shall be entitled to be reimbursed therefor out of the Certificate AccountCollection Account as provided by Section 4.06; provided that no such right of reimbursement shall exist with respect to the Servicer when such claim relates to the failure of the Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by the Servicer hereunder.

Limitation on Liability of the Depositor. the SellerSellers, ---------------------------------------------------------------------- the Master Servicer and Others. ------------------------ None of the Depositor, the SellerSellers, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Sellers or the Master Servicer shall be under any liability to 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, the SellerSellers, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerSellers, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 SellerSellers, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers or the Master 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 SellerSellers, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller Sellers or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Sellers or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Sellers and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerSellers, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any Seller or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer or any Seller shall be under any liability to 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, the SellerMaster Servicer, the Master Servicer any Seller or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any Seller or any such Person from any liability which would otherwise be imposed by reasons 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 SellerMaster Servicer, the Master Servicer each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or each Seller 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 SellerMaster Servicer, the Master Servicer each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or any Seller shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer or any Seller shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer or any Seller may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer and each Seller shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the SellerTrust Agreement, the Master Servicer and Others. None Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the DepositorTrustee Fee Letter or under Section 10.05(b) hereof, or otherwise incur financial liability in the Seller, performance of its duties thereunder or in the Master Servicer exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer Depositor shall be under any liability to the Certificateholders Trustee, the Trust Property or the Unitholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this the Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer Depositor or any such Person person against any breach of warranties, representations or warranties covenants made by it herein in the Trust Agreement, or protect against any specific liability imposed on the DepositorDepositor pursuant to the Trust Agreement, the Seller, the Master Servicer or any such Person from against any liability which would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and duties hereunderspecifically set forth in the Trust Agreement. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Depositor shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder and which under the Trust Agreement and, in its opinion may reasonable opinion, does not involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer Depositor may in its discretion undertake any such action that which it may deem necessary or desirable in with respect of this to the Trust Agreement and the rights and duties of the parties hereto thereto and the interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate AccountUnitholders.

Limitation on Liability of the Depositor. (a) The Depositor shall not be under any obligation to expend or risk its own funds or otherwise incur financial liability in the Seller, performance of its duties hereunder or under a Series Supplement or in the Master Servicer and Others. None exercise of the Depositor, the Seller, the Master Servicer or any of its rights or power if reasonable grounds exist for believing that the repayment or such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of its directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to any Trust or the Certificateholders of any Series for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person Depositor against any breach of representations representations, warranties or warranties covenants made by it herein herein, or protect the Depositor, the Seller, the Master Servicer or any such Person from against any liability which would otherwise be imposed by reasons 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. . (c) The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Depositor shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder and which under this Trust Agreement and, in its opinion may opinion, does not involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer Depositor may in its discretion undertake any such action that which it may deem necessary or desirable in with respect of to this Trust Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders hereunder. In The Depositor shall be under no obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of any Underlying Securities. (d) The Depositor shall not be liable to any Certificateholder for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any Certificateholder of a Certificate or any other person believed by it in good faith to be competent to give such eventadvice or information, including, without limitation, the legal expenses Calculation Agent, the Market Agent or the other party to this Trust Agreement. The Depositor may rely and costs of such action shall be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. (e) The Depositor shall not incur any liability resulting therefrom to any Certificateholder if, by reason of any provision of any present or future law, or regulation thereunder, or any governmental authority, or by any reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositor shall be expenses, costs and liabilities prevented or forbidden from doing or performing any act or thing which the terms of the this Trust Fund, Agreement provide shall be done or performed; and the DepositorDepositor shall not incur any liability to any Certificateholder by reason of any non-performance or delay, caused as aforesaid, in the Seller and performance of any act or thing which the Master Servicer terms of this Trust Agreement provide shall or may be entitled done or performed, or by reason of any exercise of, or failure to be reimbursed therefor out of the Certificate Accountexercise, any discretion provided for in this Trust Agreement.

Limitation on Liability of the Depositor. the SellerServicer, the Master Servicer Trustee and Others. None of Neither the Depositor, the Seller, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Depositor or the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, Depositor or the Seller, the Master Servicer or any such Person against any breach of warranties or representations made herein, or warranties made by it herein failure to perform its obligations in strict compliance with this Agreement, or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of obligations the terms and duties hereunderconditions of this Agreement. The Depositor, the SellerServicer, the Master Servicer Trustee, and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master Servicer 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. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of Neither the Depositor, the Seller or Servicer nor the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer Trustee shall be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its respective duties hereunder to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve cause it in to incur any expense expenses or liability; provided, however, that any of the Depositor, the Seller Servicer or the Master Servicer Trustee may in its discretion (and, in the case of the Depositor or the Servicer, with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Fund, Collection Account and the Depositor, the Seller and Servicer or the Master Servicer Trustee shall be entitled to be reimbursed therefor out of the Certificate AccountCollection Account as provided by Section 5.09; provided that no such right of reimbursement shall exist with respect to the Servicer when such claim relates to the failure of the Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by the Servicer hereunder.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason because of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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 because of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason because of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable appropriate in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerSellers, the Master Servicer and Others. None of the Depositor, the SellerSellers, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Sellers or the Master Servicer shall be under any liability to 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, the SellerSellers, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerSellers, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 SellerSellers, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers or the Master 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 SellerSellers, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller Sellers or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Sellers or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Sellers and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerSecurities Administrator, the Master Servicer, the Servicer and Others. None of the Depositor, the SellerMaster Servicer, the Master Servicer or Servicer, the Securities Administrator nor any of the directors, officers, employees or agents of the Depositor, the Seller Master Servicer, the Servicer or the Master Servicer Securities Administrator shall be under any liability to the Trust 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, the SellerMaster Servicer, the Master Servicer Servicer, the Securities Administrator or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerMaster Servicer, the Master Servicer Servicer, the Securities Administrator or any such Person from any liability which that would otherwise be imposed by reasons 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 SellerMaster Servicer, the Master Servicer or the Securities Administrator and any director, officer, employee or agent of the Depositor, the Seller Master Servicer, the Servicer or the Master Servicer Securities Administrator 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 SellerMaster Servicer, the Master Servicer Servicer, the Securities Administrator and any director, officer, employee or agent of the Depositor, the Seller Master Servicer, the Servicer or the Master Servicer Securities Administrator shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense expense, incurred in connection with the performance of their duties under this agreement or incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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 Agreementi) 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 hereunderhereunder or (ii) which does not constitute an "unanticipated expense" within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). None of the Depositor, the Seller or Master Servicer, the Master Servicer nor the Securities Administrator shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Master Servicer, the Servicer or the Master Servicer may Securities Administrator in its discretion may undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trustee and 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 Depositor, the Seller Master Servicer, the Servicer and the Master Servicer Securities Administrator shall be entitled to be reimbursed therefor out of the Collection Account as provided by Section 3.08 hereof. In addition, the Master Servicer and Securities Administrator shall be entitled to be reimbursed out of the Certificate AccountAccount for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Master Servicer or Securities Administrator on behalf of the Trust Fund in accordance with any of the provisions of this Agreement (including, without limitation: (A) the reasonable compensation and the expenses and disbursements of its counsel, but only for representation of each of the Master Servicer or Securities Administrator acting in its capacity as Master Servicer or Securities Administrator hereunder, respectively, and (B) to the extent that the Securities Administrator must engage persons not regularly in its employ to perform acts or services on behalf of the Trust Fund, which acts or services are not in the ordinary course of the duties of a securities administrator, in the absence of a breach or default by any party hereto, the reasonable compensation, expenses and disbursements of such persons), except any such compensation, expense, disbursement or advance that either (i) arises from its negligence, bad faith or willful misconduct or (ii) does not constitute an "unanticipated expense" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii).

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the applicable subaccount of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer Servicer, and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason because of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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 because of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason because of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any 77 obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable appropriate in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Seller, and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. (a) The ---------------------------------------- Depositor shall not be under any obligation to expend or risk its own funds or otherwise incur financial liability in the Seller, performance of its duties hereunder or under a Series Supplement or in the Master Servicer and Others. None exercise of the Depositor, the Seller, the Master Servicer or any of its rights or power if reasonable grounds exist for believing that the repayment or such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of its directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to any Trust or the Certificateholders of any Series for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person Depositor against any breach of representations representations, warranties or warranties covenants made by it herein herein, or protect the Depositor, the Seller, the Master Servicer or any such Person from against any liability which would otherwise be imposed by reasons 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. . (c) The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Depositor shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder and which under this Trust Agreement and, in its opinion may opinion, does not involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer Depositor may in its discretion undertake any such action that which it may deem necessary or desirable in with respect of to this Trust Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders hereunder. In The Depositor shall be under no obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of any Underlying Securities. (d) The Depositor shall not be liable to any Certificateholder for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any Certificateholder of a Certificate or any other person believed by it in good faith to be competent to give such eventadvice or information, including, without limitation, the legal expenses Calculation Agent, the Market Agent or the other party to this Trust Agreement. The Depositor may rely and costs of such action shall be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. (e) The Depositor shall not incur any liability resulting therefrom to any Certificateholder if, by reason of any provision of any present or future law, or regulation thereunder, or any governmental authority, or by any reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositor shall be expenses, costs and liabilities prevented or forbidden from doing or performing any act or thing which the terms of the this Trust Fund, Agreement provide shall be done or performed; and the DepositorDepositor shall not incur any liability to any Certificateholder by reason of any non-performance or delay, caused as aforesaid, in the Seller and performance of any act or thing which the Master Servicer terms of this Trust Agreement provide shall or may be entitled done or performed, or by reason of any exercise of, or failure to be reimbursed therefor out of the Certificate Accountexercise, any discretion provided for in this Trust Agreement.

Limitation on Liability of the Depositor. the SellerSellers, the Master Servicer Servicer, the NIM Insurer and Others. None of the Depositor, the SellerSellers, the NIM Insurer or the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Sellers, the NIM Insurer or the Master Servicer shall be under any liability to the Trustee (except as provided in Section 8.05), the Trust 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, provided that this provision shall not protect the Depositor, the SellerSellers, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerSellers, the Master Servicer or any such Person from any liability which that would otherwise be imposed by reasons 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 SellerSellers, the NIM Insurer, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers, the NIM Insurer or the Master 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 SellerSellers, the NIM Insurer, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers, the NIM Insurer or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller Sellers, the NIM Insurer or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, provided that any of the Depositor, the Seller Sellers, the NIM Insurer or the Master Servicer may may, in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller Sellers, the NIM Insurer and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate AccountAccount as provided by Section 3.08 hereof.

Limitation on Liability of the Depositor. (a) The Depositor shall not be under any obligation to expend or risk its own funds or otherwise incur financial liability in the Seller, performance of its duties hereunder or under a Series Supplement or in the Master Servicer and Others. None exercise of the Depositor, the Seller, the Master Servicer or any of its rights or power if reasonable grounds exist for believing that the repayment or such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of its directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to any Trust or the Certificateholders of any Series for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person Depositor against any breach of representations representations, warranties or warranties covenants made by it herein herein, or protect the Depositor, the Seller, the Master Servicer or any such Person from against any liability which would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of its obligations and duties hereunder. The DepositorUnless otherwise provided in a related Series Supplement, the Seller, Trust will indemnify and hold harmless the Master Servicer Depositor and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless Depositor against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this the Trust 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 by the Depositor and any of its directors, officers, employees or agents hereunder or by reason of reckless disregard of their obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer . (c) The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder and which under this Trust Agreement and, in its opinion may opinion, does not involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer Depositor may in its discretion undertake any such action that which it may deem necessary or desirable in with respect of to this Trust Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders hereunder. In The Depositor shall be under no obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of any Underlying Securities. (d) The Depositor shall not be liable to any Certificateholder for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any Certificateholder of a Certificate or any other person believed by it in good faith to be competent to give such eventadvice or information, including, without limitation, the legal expenses Calculation Agent, the Market Agent or the other party to this Trust Agreement. The Depositor may rely and costs of such action shall be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. (e) The Depositor shall not incur any liability resulting therefrom to any Certificateholder if, by reason of any provision of any present or future law, or regulation thereunder, or any governmental authority, or by any reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositor shall be expenses, costs and liabilities prevented or forbidden from doing or performing any act or thing which the terms of the this Trust Fund, Agreement provide shall be done or performed; and the DepositorDepositor shall not incur any liability to any Certificateholder by reason of any non-performance or delay, caused as aforesaid, in the Seller and performance of any act or thing which the Master Servicer terms of this Trust Agreement provide shall or may be entitled done or performed, or by reason of any exercise of, or failure to be reimbursed therefor out of the Certificate Accountexercise, any discretion provided for in this Trust Agreement.

Limitation on Liability of the Depositor. the SellerTHE SELLER, the Master Servicer and OthersTHE MASTER SERVICER AND OTHERS. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to the Trust 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, provided that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which that would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, provided that any of the Depositor, the Seller or the Master Servicer may may, in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate AccountProtected Account as provided by Section 4.02 and out of the Distribution Account as provided in Section 4.05 hereof.

Limitation on Liability of the Depositor. the Seller(a) Unless otherwise expressly specified in this Agreement, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under Section 8.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not assured to it. (b) The Depositor shall not have any liability, for any losses, costs or damages or otherwise, to the Trustee or the Certificateholders for any action taken act or omission except 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of its willful misfeasancemisconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderspecifically set forth in this Agreement. The DepositorNotwithstanding anything to the contrary contained herein, the Sellermanagers, the Master Servicer officers, employees and any director, officer, employee or agent agents of the DepositorDepositor shall not have any liability, for any losses, costs or damages or otherwise, to the Seller Trustee or the Master Servicer may rely in good faith Certificateholders for any act or omission, whether on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, their part or on the Seller, the Master Servicer and any director, officer, employee or agent part of the Depositor, the Seller Depositor or the Master Servicer otherwise. (c) The Depositor shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liabilityProceeding; provided, however, that any of the Depositor, the Seller or the Master Servicer Depositor may in its discretion undertake any such action that Proceeding which it may deem necessary or desirable with respect to this Agreement. (d) The sole obligor with respect to any Underlying Note is the Underlying Issuer thereof. The Depositor shall not have any obligation on or with respect to the Underlying Notes. The Depositor, in respect its capacity as the depositor of the Underlying Notes into the Trust under this Agreement and Agreement, is not authorized to proceed against the Underlying Issuer of any Underlying Note upon the occurrence of a Default Event or otherwise or to assert the rights and duties privileges of Certificateholders (except to the parties hereto extent the Depositor is otherwise a Certificateholder) and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Accounthas no duty in respect thereof.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. Others None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, Depositor or of the Seller or the 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, the Seller, the Master Servicer or any such Person against any breach of warranties or representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Depositor or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Depositor or the Master Servicer shall be indemnified by the Trust Fund Estate and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None Neither of the Depositor, Depositor nor the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its respective duties hereunder under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Depositor or the Master Servicer may in its discretion undertake any such action that which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Trustee and 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 FundEstate, and the Depositor, the Seller Depositor and the Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the Certificate AccountMortgage Loans on deposit in the Servicer Custodial Account as provided by Section 3.11.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein in this Agreement or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 hereunderunder this Agreement. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerSellers, ------------------------------------------------------ the Master Servicer and Others. ------------------------------ None of the Depositor, the Seller, the Master Servicer or any Seller or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer or any Seller shall be under any liability to 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, the SellerMaster Servicer, the Master Servicer any Seller or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerMaster Servicer, the Master Servicer any Seller or any such Person from any liability which would otherwise be imposed by reasons 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 SellerMaster Servicer, the Master Servicer each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or each Seller 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 SellerMaster Servicer, the Master Servicer each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or any Seller shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer or any Seller shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer or any Seller may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer and each Seller shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller----------------------------------------------------------- Sellers, the Master Servicer and Others. --------------------------------- None of the Depositor, the SellerSellers, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Sellers or the Master Servicer shall be under any liability to 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, the SellerSellers, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerSellers, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 SellerSellers, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers or the Master 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 SellerSellers, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller Sellers or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Sellers or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Sellers and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer Servicer, and Others. None of the Depositor, the Seller, the Master Servicer Servicer, the NIM Insurer, or any of the directors, officers, employees employees, or agents of the Depositor, the Seller Seller, the NIM Insurer, or the Master Servicer shall be under any liability liable to 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 . This provision shall not protect the Depositor, the Seller, the Master Servicer Servicer, or any such Person person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer Servicer, or any such Person person from any liability which that would otherwise be imposed by reasons of for willful misfeasance, bad faith faith, or gross negligence in the performance of duties or by reason because of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer Servicer, the NIM Insurer, and any director, officer, employee employee, or agent of the Depositor, the Seller Seller, the NIM Insurer, or the Master 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 NIM Insurer, the Seller, the Master Servicer Servicer, and any director, officer, employee employee, or agent of the Depositor, the Seller Seller, the NIM Insurer or the Master Servicer shall be indemnified by the Trust Fund and held harmless against for any loss, liability liability, or expense incurred in connection with any audit, controversy controversy, or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability liability, or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability liability, or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability liability, or expense incurred by reason because of willful misfeasance, bad faith faith, or gross negligence in the performance of duties hereunder or by reason because of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller NIM Insurer, the Seller, or the Master Servicer shall be under any obligation to need appear in, prosecute prosecute, or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, that any . Any of the Depositor, the Seller NIM Insurer, the Seller, or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable deems appropriate in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such the action and any liability resulting therefrom from it shall be expenses, costs costs, and liabilities of the Trust Fund, and the Depositor, the Seller NIM Insurer, the Seller, and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the --------------------------------------------- Seller, the Master Servicer and Others. -------------------------------------- None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerTHE SELLER, the Master Servicer and OthersTHE MASTER SERVICER, AND OTHERS. None of the Depositor, the Seller, the Master Servicer Servicer, the NIM Insurer, or any of the directors, officers, employees employees, or agents of the Depositor, the Seller Seller, the NIM Insurer, or the Master Servicer shall be under any liability liable to 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 . This provision shall not protect the Depositor, the Seller, the Master Servicer Servicer, or any such Person person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer Servicer, or any such Person person from any liability which that would otherwise be imposed by reasons of for willful misfeasance, bad faith faith, or gross negligence in the performance of duties or by reason because of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer Servicer, the NIM Insurer, and any director, officer, employee employee, or agent of the Depositor, the Seller Seller, the NIM Insurer, or the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the NIM Insurer, the Seller, the Master Servicer Servicer, and any director, officer, employee employee, or agent of the Depositor, the Seller Seller, the NIM Insurer or the Master Servicer shall be indemnified by the Trust Fund and held harmless against for any loss, liability liability, or expense incurred in connection with any audit, controversy controversy, or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability liability, or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability liability, or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability liability, or expense incurred by reason because of willful misfeasance, bad faith faith, or gross negligence in the performance of duties hereunder or by reason because of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller NIM Insurer, the Seller, or the Master Servicer shall be under any obligation to need appear in, prosecute prosecute, or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, that any . Any of the Depositor, the Seller NIM Insurer, the Seller, or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable deems appropriate in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such the action and any liability resulting therefrom from it shall be expenses, costs costs, and liabilities of the Trust Fund, and the Depositor, the Seller NIM Insurer, the Seller, and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. ----------------------------------------------------------- None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. . (a) None of the Depositor, the Seller, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out from the Trust Fund. (b) The Servicer shall indemnify the Trustee and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee may sustain in any way related to the failure of the Certificate AccountServicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Servicer immediately shall notify the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Trustee in respect of such claim. The Servicer shall follow any written instructions received from the Trustee in connection with such claim. Except as otherwise provided herein, the Trustee promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the failure of the Servicer to service and administer the Mortgage Loans in strict compliance with the teens of this Agreement.

Limitation on Liability of the Depositor. the SellerTHE SELLER, the Master Servicer and Others. THE SERVICER AND OTHERS. (a) None of the Depositor, the Seller, the Master Servicer, the Special Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Seller, the Servicer or the Master Special Servicer shall be under any liability to 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, the Seller, the Master Servicer, the Special Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer, the Special Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer, the Special Servicer and any director, officer, employee or agent of the Depositor, the Seller Seller, the Servicer or the Master Special 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 None of the Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Seller, the Servicer or the Master Special Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Seller, the Servicer and the Master Special Servicer shall be entitled to be reimbursed therefor out from the Trust Fund. (b) The Servicer shall indemnify the Trustee and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee may sustain in any way related to the failure of the Certificate AccountServicer's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement; provided that such failure is not related to (i) the failure of any other party to this Agreement to perform its obligations hereunder or (ii) the failure of the Custodian to timely perform its obligations under the Custodial Agreement. The Servicer immediately shall notify the Trustee if a claim is made by a third party with respect to this Agreement or the Contracts.

Limitation on Liability of the Depositor. the Seller, the Master Servicer ------------------------------------------------------ and Others. None of ---------- Neither the Depositor, the SellerServicer, the Master any Sub-Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Servicer or the Master any Sub-Servicer shall be under any liability to 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, Depositor or the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, Depositor or the Seller, the Master Servicer or any such Person person from any liability which would otherwise be imposed by reasons 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 SellerServicer, the Master any Sub-Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master any Sub- 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 SellerServicer, the Master any Sub-Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master any Sub-Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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, provided that the foregoing indemnification by the Trust Fund shall be limited to amounts that would otherwise be distributable with respect to the Class S Certificates. None of Neither the Depositor, the Seller or the Master Servicer nor any Sub-Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its their respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of either the Depositor, the Seller Servicer or the Master any Sub-Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller(a) Unless otherwise expressly specified in this Agreement or a Series Supplement, the Master Servicer and Others. None Depositor shall not be under any obligation to expend or risk its own funds or otherwise incur financial liability in the performance of its duties hereunder or under a Series Supplement or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor, the Seller, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer Depositor shall be under any liability to any Trust or the Certificateholders of any Series for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer Depositor or any such Person person against any breach of warranties, representations or warranties covenants made by it herein herein, or protect the Depositoragainst any specific liability imposed pursuant hereto, the Seller, the Master Servicer or any such Person from against any liability which would otherwise be imposed by reasons 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 DepositorDepositor shall not 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, in its opinion, does not involve it in any expense or liability; provided, however, that the Seller, Depositor may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the Master Servicer rights and any director, officer, employee or agent duties of the Depositor, parties hereto and the Seller or interests of the Master 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 Certificateholders hereunder. The Depositor, the Seller, the Master Servicer legal expenses and costs of such action and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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 resulting (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. None of the Depositor, the Seller or the Master Servicer ) shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which allocated as specified in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Accountapplicable Series Supplement.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. . (a) None of the Depositor, the Seller, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master a 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out from the Trust Fund. (b) The Servicer shall indemnify the Trustee and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee may sustain in any way related to the failure of the Certificate AccountServicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Servicer immediately shall notify the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Trustee in respect of such claim. The Servicer shall follow any written instructions received from the Trustee in connection with such claim. Except as otherwise provided herein, the Trustee promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the failure of the Servicer to service and administer the Mortgage Loans in strict compliance with the teens of this Agreement.

Limitation on Liability of the Depositor. the SellerServicer, the Master Servicer and Others. None of the Depositor, the SellerServicer, the Securities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Servicer or the Master Servicer shall be under any liability to the Trust 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, the SellerServicer, the Securities Administrator, the Master Servicer or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect the Depositor, the Seller, the Master Servicer or against any specific liability imposed on any such Person from pursuant hereto or against any liability which would otherwise be imposed by reasons 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 SellerServicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or Servicer, the Securities Administrator and the Master 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 SellerServicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer, the Securities Administrator or the Master Servicer shall be indemnified and held harmless by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement, the Certificates or any Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense incurred other than 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. None of the Depositor, the Servicer, the Securities Administrator or the Master 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, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, 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 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 (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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor out from the Collection Account 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 Certificate Certificateholders to receive any amount in the Collection Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, 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 herein, or the Credit Risk Manager.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Othersothers. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to the Trust 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, provided that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which that would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, provided that any of the Depositor, the Seller or the Master Servicer may may, in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate AccountAccount as provided by Section 3.08 hereof.

Limitation on Liability of the Depositor. the Seller, the Master Servicer, any Special Collections Servicer and Others. any Special Servicer. (a) None of the Depositor, the Seller, the Master Servicer, a Special Collections Servicer or any Special Servicer nor any of the directors, officers, employees or agents of the Depositor, the Seller Seller, the Servicer, a Special Collections Servicer or the Master any Special Servicer shall be under any liability to 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 (i) not protect the Depositor, the Seller, the Master Servicer, a Special Collections Servicer, any Special Servicer or any such Person against any breach of representations representations, warranties or warranties covenants (including, but not limited to, any indemnification obligations provided in Section 2.08) made by it herein or and (ii) not protect the Depositor, the Seller, the Master Servicer, any Special Collections Servicer, any Special Servicer or any such Person director, officer, employee or agent from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer, a Special Collections Servicer, any Special Servicer and any director, officer, employee or agent of the Depositor, the Seller Seller, the Servicer, a Special Collections Servicer or the Master any Special 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 Seller, the Master Servicer, each Special Collections Servicer any Special Servicer and any director, officer, employee or agent of the Depositor, the Seller Seller, the Servicer, the related Special Collections Servicer or the Master any Special Servicer shall be indemnified by the Trust Fund out of the Collection Account and held harmless against any loss, liability or expense (i) incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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 its duties hereunder or by reason of reckless disregard of obligations and duties hereunderhereunder and (ii) in the case of the Servicer, the Special Collections Servicer or any Special Servicer, in any way related to the failure of the Servicer, such Special Collections Servicer or any Special Servicer, as applicable, to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. None of the Depositor, the Seller Seller, the Servicer, a Special Collections Servicer or the Master any Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Seller, the Servicer, a Special Collections Servicer or the Master any Special Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Seller, the Servicer, any Special Collections Servicer and the Master any Special Servicer shall be entitled to be reimbursed therefor out from the Trust Fund. The right of the Certificate AccountServicer and each Special Collections Servicer to indemnity and reimbursement pursuant to this Section 6.03 shall survive the resignation or termination of the Servicer or such Special Collections Servicer as set forth herein. (b) The Servicer, any Special Collections Servicer and any Special Servicer shall indemnify the Trustee and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee may sustain in any way related to the failure of the Servicer or any Special Servicer, as applicable, to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer, any Special Collections Servicer or any Special Servicer, as applicable, shall notify immediately the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Trustee in respect of such claim. The Servicer, any Special Collections Servicer or any Special Servicer, as applicable, shall follow any written instructions received from the Trustee in connection with such claim. Except as otherwise provided herein, the Trustee promptly shall reimburse the Servicer, any Special Collections Servicer or any Special Servicer, as applicable, for all amounts advanced by such entity pursuant to the second preceding sentence except when the claim is in any way related to the failure of the Servicer, any Special Collections Servicer or any Special Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement.

Limitation on Liability of the Depositor. the Seller, the Master Servicer Servicer, and Others. None of the Depositor, the Seller, the Master Servicer Servicer, the NIM Insurer, or any of the directors, officers, employees employees, or agents of the Depositor, the Seller Seller, the NIM Insurer, or the Master Servicer shall be under any liability liable to 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 . This provision shall not protect the Depositor, the Seller, the Master Servicer Servicer, or any such Person person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer Servicer, or any such Person person from any liability which that would otherwise be imposed by reasons of for willful misfeasance, bad faith faith, or gross negligence in the performance of duties or by reason because of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer Servicer, the NIM Insurer, and any director, officer, employee employee, or agent of the Depositor, the Seller Seller, the NIM Insurer, or the Master 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 NIM Insurer, the Seller, the Master Servicer Servicer, and any director, officer, employee employee, or agent of the Depositor, the Seller Seller, the NIM Insurer or the Master Servicer shall be indemnified by the Trust Fund and held harmless against for any loss, liability liability, or expense incurred in connection with any audit, controversy controversy, or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability liability, or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability liability, or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability liability, or expense incurred by reason because of willful misfeasance, bad faith faith, or gross negligence in the performance of duties hereunder or by reason because of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller NIM Insurer, the Seller, or the Master Servicer shall be under any obligation to need appear in, prosecute prosecute, or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, that any . Any of the Depositor, the Seller NIM Insurer, the Seller, or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable deems appropriate in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such the action and any liability resulting therefrom from it shall be expenses, costs costs, and liabilities of the Trust Fund, and the Depositor, the Seller NIM Insurer, the Seller, and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer Servicer, and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason because of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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 because of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason because of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable appropriate in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerSecurities Administrator, the Master Servicer, the Servicer and Others. None of the Depositor, the SellerMaster Servicer, the Master Servicer or Servicer, the Securities Administrator nor any of the directors, officers, employees or agents of the Depositor, the Seller Master Servicer, the Servicer or the Master Servicer Securities Administrator shall be under any liability to the Trust 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, the SellerMaster Servicer, the Master Servicer Servicer, the Securities Administrator or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerMaster Servicer, the Master Servicer Servicer, the Securities Administrator or any such Person from any liability which that would otherwise be imposed by reasons 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 SellerMaster Servicer, the Master Servicer or the Securities Administrator and any director, officer, employee or agent of the Depositor, the Seller Master Servicer, the Servicer or the Master Servicer Securities Administrator 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 SellerMaster Servicer, the Master Servicer Servicer, the Securities Administrator and any director, officer, employee or agent of the Depositor, the Seller Master Servicer, the Servicer or the Master Servicer Securities Administrator shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense expense, incurred in connection with the performance of their duties under this agreement or incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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 Agreementi) 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 hereunderhereunder or (ii) which does not constitute an "unanticipated expense" within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). None of the Depositor, the Seller or Master Servicer, the Master Servicer nor the Securities Administrator shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Master Servicer, the Servicer or the Master Servicer may Securities Administrator in its discretion may undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trustee and 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 Depositor, the Seller Master Servicer, the Servicer and the Master Servicer Securities Administrator shall be entitled to be reimbursed therefor out of the Collection Account as provided by Section 3.08 hereof. In addition, the Master Servicer and Securities Administrator shall be entitled to be reimbursed out of the Certificate AccountAccount for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Master Servicer or Securities Administrator on behalf of the Trust Fund in accordance with any of the provisions of this Agreement (including, without limitation: (A) the reasonable compensation and the expenses and disbursements of its counsel, but only for representation of each of the Master Servicer or Securities Administrator acting in its capacity as Master Servicer or Securities Administrator hereunder, respectively, and (B) to the extent that the Securities Administrator must engage persons not regularly in its employ to perform acts or services on behalf of the Trust Fund, which acts or services are not in the ordinary course of the duties of a securities administrator, in the absence of a breach or default by any party hereto, the reasonable compensation, expenses and disbursements of such persons), except any such compensation, expense, disbursement or advance that either (i) arises from its negligence, bad faith or willful misconduct or (ii) does not constitute an "unanticipated expense" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). On each Distribution Date, the Securities Administrator shall be entitled to the Securities Administrator Fee as compensation for its services hereunder.

Limitation on Liability of the Depositor. the Seller, ------------------------------------------------------ the Master Servicer and Others. ------------------------------ None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein in this Agreement or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 hereunderunder this Agreement. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator and Others. None of the Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator or any director, officer, employee or agent of any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer foregoing shall be under any liability to the Trust or the Certificateholders for any action taken taken, or for refraining from the taking of any action not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator or any such other Person against any breach of representations a representation or warranties warranty made by it herein herein, or protect against any expense or liability specifically required to be borne thereby pursuant to the Depositorterms hereof, the Seller, the Master Servicer or any such Person from against any liability which that would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of obligations or duties hereunder, or by reason of negligent or reckless disregard of such obligations and duties hereunderduties. The Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator and any director, manager, member, officer, employee or agent (including Sub-Servicers) of any of the Depositor, the Seller or the Master Servicer foregoing may rely in good faith on any document of any kind that, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator and any director, manager, member, officer, employee or agent (including Sub-Servicers) of any of the Depositor, the Seller or the Master Servicer foregoing shall be indemnified and held harmless by the Trust Fund and held harmless against any loss, liability or expense expense, including reasonable attorneys' fees, expenses of counsel and expenses of litigation, incurred in connection with any audit, controversy claims or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement Agreement, the Certificates or any asset of the CertificatesTrust, other than any loss, liability or expense related expense: (i) specifically required to any specific Mortgage Loan or Mortgage Loans (except as any be borne by such loss, liability or expense shall be otherwise reimbursable Person pursuant to this Agreementthe terms hereof, including, without limitation, Section 10.01(h); or (ii) and that was incurred in connection with claims against such party resulting from (A) any lossbreach of a representation or warranty made herein by such party, liability or expense incurred by reason of (B) willful misfeasance, bad faith faith, recklessness or gross negligence in the performance of obligations or duties hereunder by such party, or by reason of from negligent or reckless disregard of such obligations and duties hereunderor duties, or (C) any violation by such party of any state or federal securities law. None of the Depositor, the Seller Master Servicer, the Special Servicer or the Master Servicer REMIC Administrator shall be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder and which under this Agreement and, except in the case of a legal action contemplated by Section 3.22, in its opinion may does not involve it in any ultimate expense or liability; provided, however, that any of the Depositor, the Seller Master Servicer, the Special Servicer or the Master Servicer REMIC Administrator may in its discretion undertake any such action that which it may deem necessary or desirable in 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 Trustee and Certificateholders, the Certificateholders hereunderrights of the Certificateholders. In such event, the legal expenses and costs of such action action, and any liability resulting therefrom therefrom, shall be expenses, costs and liabilities of the Trust FundTrust, and the Depositor, the Seller Master Servicer, the Special Servicer and the Master Servicer REMIC Administrator each shall be entitled to the direct payment of such expenses or to be reimbursed therefor out of from the Certificate AccountAccount as provided in Section 3.05(a).

Limitation on Liability of the Depositor. the SellerSellers, the ---------------------------------------------------------- Master Servicer and Others. -------------------------- None of the Depositor, the Seller, the Master Servicer or any Seller or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer or any Seller shall be under any liability to 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, the SellerMaster Servicer, the Master Servicer any Seller or any such Person against any breach of representations or warranties made by it herein in this Agreement or protect the Depositor, the SellerMaster Servicer, the Master Servicer any Seller or any such Person from any liability which would otherwise be imposed by reasons 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 SellerMaster Servicer, the Master Servicer each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or each Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder this Agreement. The Depositor, the SellerMaster Servicer, the Master Servicer each Seller and 108 any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or any Seller shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer or any Seller shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer or any Seller may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer and each Seller shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer Mortgage Loan Seller and Others. None of the Depositor, the Mortgage Loan Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Mortgage Loan Seller or the Master Servicer shall be under any liability to 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, the SellerMortgage Loan Seller , the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Mortgage Loan Seller, the Master Servicer or any such Person from any liability which that would otherwise be imposed by reasons 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 Seller, the Master Servicer Mortgage Loan Seller and any director, officer, employee or agent of the Depositor, the Seller Depositor or the Master Servicer Mortgage Loan Seller 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 Mortgage Loan Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Mortgage Loan Seller or and the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Mortgage Loan Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Mortgage Loan Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerServicer, the Master Servicer the Trustee and Others. None of Neither the Depositor, the SellerServicer, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Servicer or the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, Servicer or the Master Servicer or any such Person against any breach of warranties or representations made herein, or warranties made by it herein failure to perform its obligations in strict compliance with this Agreement, or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of obligations the terms and duties hereunderconditions of this Agreement. The Depositor, the SellerMaster Servicer, the Master Servicer Trustee, and any director, officer, employee or agent of the Depositor, the Seller Master Servicer or the Master Servicer 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. The Neither the Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of nor the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer Trustee shall be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its respective duties hereunder to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve cause it in to incur any expense expenses or liability; provided, however, that any the Depositor, the Servicer, the Master Servicer or the Trustee may in its discretion (and, in the case of the Depositor, the Seller Servicer or the Master Servicer may in its discretion Servicer, with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Fund, Collection Account and the Depositor, the Seller and Servicer, the Master Servicer or the Trustee shall be entitled to be reimbursed therefor out of the Certificate AccountCollection Account as provided by Section 4.06; provided that no such right of reimbursement shall exist with respect to the Servicer when such claim relates to the failure of the Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by the Servicer hereunder.

Limitation on Liability of the Depositor. the SellerMaster Servicer ------------------------------------------------------------- and Others. ---------- Neither the Depositor, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Depositor or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Depositor or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Depositor or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan Contract or Mortgage Loans Contracts (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. None of Neither the Depositor, the Seller or Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its their respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of either the Depositor, the Seller Depositor or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trustee and 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 Depositor, the Seller Depositor and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate AccountAccount as provided by Section 3.12 hereof.

Limitation on Liability of the Depositor. the SellerSellers, -------------------------------------------------------------------- the Master Servicer and Others. ------------------------ None of the Depositor, the SellerSellers, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Sellers or the Master Servicer shall be under any liability to 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, the SellerSellers, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerSellers, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 SellerSellers, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers or the Master 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 SellerSellers, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller Sellers or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Sellers or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Sellers and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerServicing Administrator, the Master Servicer Servicer, the Backup Servicer, the Trustee, the Securities Administrator and Others. None of the Depositor, the SellerServicing Administrator, the Master Servicer or Servicer, the Backup Servicer, the Trustee, the Securities Administrator nor any of the directors, officers, employees or agents of the Depositor, the Seller Servicing Administrator, the Servicer, the Backup Servicer, the Trustee or the Master Servicer Securities Administrator shall be under any liability to the Trust 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, the SellerServicing Administrator, the Master Servicer Servicer, the Backup Servicer, the Trustee, the Securities Administrator or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerServicing Administrator, the Master Servicer Servicer, the Backup Servicer, the Trustee, the Securities Administrator or any such Person from any liability which that would otherwise be imposed by reasons 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 SellerServicing Administrator, the Master Servicer Servicer, the Backup Servicer, the Trustee or the Securities Administrator and any director, officer, employee or agent of the Depositor, the Seller Servicing Administrator, the Servicer, the Backup Servicer, the Trustee or the Master Servicer Securities Administrator 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 SellerServicing Administrator, the Master Servicer Servicer, the Backup Servicer, the Trustee, the Securities Administrator and any director, officer, employee or agent of the Depositor, the Seller Servicing Administrator, the Servicer, the Backup Servicer, the Trustee or the Master Servicer Securities Administrator shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense expense, incurred in connection with the performance of their duties under this agreement or incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or Servicing Administrator, the Master Servicer Servicer, the Backup Servicer, the Trustee nor the Securities Administrator shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Servicing Administrator, the Servicer, the Backup Servicer, the Trustee or the Master Servicer may in Securities Administrator its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller Servicing Administrator, the Servicer, the Backup Servicer, the Trustee and the Master Servicer Securities Administrator shall be entitled to be reimbursed therefor out of the Collection Account as provided by Section 3.08 hereof. In addition, the Servicing Administrator, the Backup Servicer, the Trustee and Securities Administrator shall be entitled to be reimbursed out of the Certificate AccountAccount or the Servicing Administrator Collection Account for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Servicing Administrator, the Backup Servicer, the Trustee or Securities Administrator on behalf of the Trust Fund in accordance with any of the provisions of this Agreement (including, without limitation: (A) the reasonable compensation and the expenses and disbursements of its counsel, but only for representation of the Servicing Administrator, the Backup Servicer, Trustee or Securities Administrator acting in its capacity as Servicing Administrator or Securities Administrator hereunder and (B) to the extent that the Securities Administrator or the Trustee must engage persons not regularly in its employ to perform acts or services on behalf of the Trust Fund, which acts or services are not in the ordinary course of the duties of a trustee, in the absence of a breach or default by any party hereto, the reasonable compensation, expenses and disbursements of such persons), except any such compensation, expense, disbursement or advance that either (i) arises from its negligence, bad faith or willful misconduct or (ii) does not constitute an “unanticipated expense” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). On each Distribution Date, the Securities Administrator shall be entitled to the Securities Administrator Fee as compensation for its services hereunder.

Limitation on Liability of the Depositor. the SellerServicer, the Master Servicer Trustee and Others. None of Neither the Depositor, the Seller, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Depositor or the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, Depositor or the Seller, the Master Servicer or any such Person against any breach of warranties or representations made herein, or warranties made by it herein failure to perform its obligations in strict compliance with this Agreement, or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of obligations the terms and duties hereunderconditions of this Agreement. The Depositor, the SellerServicer, the Master Servicer Trustee, and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master Servicer 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. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of Neither the Depositor, the Seller or Trustee nor the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its respective duties hereunder to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve cause it in to incur any expense expenses or liability; provided, however, that any of the Depositor, the Seller Trustee or the Master Servicer may in its discretion (and, in the case of 95 101 the Depositor or the Servicer, with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Fund, Certificate Account and the Depositor, the Seller and Servicer or the Master Servicer Trustee shall be entitled to be reimbursed therefor out of the Certificate AccountAccount as provided by Section 4.06; provided that no such right of reimbursement shall exist with respect to the Servicer when such claim relates to the failure of the Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by the Servicer hereunder.

Limitation on Liability of the Depositor. the SellerMaster Servicer, the Master Servicer Servicers, the Securities Administrator and Others. None of the Depositor, the SellerMaster Servicer, the Master Servicer Securities Administrator, the Servicers or any of the directors, officers, employees or agents of the Depositor, the Seller Master Servicer, the Securities Administrator or the Master Servicer Servicers shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this AgreementAgreement or the Servicing Agreements, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the SellerMaster Servicer, the Master Servicer Securities Administrator, the Servicers or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect in the DepositorServicing Agreements, or against any specific liability imposed on the Master Servicer, the SellerSecurities Administrator or the Servicers pursuant hereto or pursuant to the Servicing Agreements, the Master Servicer or any such Person from against any liability which would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderhereunder or under the Servicing Agreements. The Depositor, the SellerMaster Servicer, the Master Servicer Securities Administrator, the Servicers and any director, officer, employee or agent of the Depositor, the Seller Master Servicer, the Securities Administrator or the Master Servicer Servicers 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 hereunderhereunder or under the Servicing Agreements. The Depositor, the SellerMaster Servicer, the Master Servicer Servicers, the Securities Administrator, the Custodians and any director, officer, employee or agent of the Depositor, the Seller Master Servicer, the Servicers, the Custodian or the Master Servicer Securities Administrator shall be indemnified and held harmless by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement, the Certificates, any Servicing Agreement or the CertificatesCap Contract, other than or any loss, liability or expense incurred by any of such Persons other than by reason of such Person’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. None of the Depositor, the Master Servicer, the Securities Administrator, any Custodian or any 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, the Custodial Agreement, the applicable Servicing Agreement or the Cap Contract and, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, the Master Servicer, the Custodians and the Securities Administrator may in its discretion undertake any such action which it may deem necessary or desirable 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 (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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Master Servicer, the Custodians, the Servicers and the Master Servicer Securities Administrator shall be entitled to be reimbursed therefor out from the Distribution Account as and to the extent provided in Article III, any such right of reimbursement being prior to the rights of the Certificate Certificateholders to receive any amount in the Distribution Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer Servicer, and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason because of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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, which reimbursement shall be made only from funds attributable to the applicable Loan Group) and any loss, liability or expense incurred by reason because of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason because of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable appropriate in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Seller, and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerServicer, the Master Servicer and Others. None of the Depositor, the SellerServicer, the Securities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Servicer or the Master Servicer shall be under any liability to the Trust 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, the SellerServicer, the Securities Administrator, the Master Servicer or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect the Depositor, the Seller, the Master Servicer or against any specific liability imposed on any such Person from pursuant hereto or against any liability which would otherwise be imposed by reasons 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 SellerServicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or Servicer, the Securities Administrator and the Master 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 SellerServicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer, the Securities Administrator or the Master Servicer shall be indemnified and held harmless by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement, the Certificates or any Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense incurred (including, without limitation, the acts or omissions of the Interim Subservicers or the failure of an Interim Subservicer to perform in accordance with this Agreement; provided, however, that the Trust Fund shall have no obligation to indemnify the Servicer for any such acts or omissions of the Interim Subservicers unless and until the Servicer has first sought (employing commercially reasonable efforts) indemnification from the applicable Interim Subservicer) other than 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. None of the Depositor, the Servicer, the Securities Administrator or the Master 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, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, 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 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 (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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor out from the Collection Account 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 Certificate Certificateholders to receive any amount in the Collection Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, the Servicer shall not be liable for any actions or inactions prior to the Cut-off Date of any prior servicer of the related Mortgage Loans and the Master Servicer shall not be liable for any action or inaction of the Servicer, except to the extent expressly provided herein, or the Credit Risk Management Agreement.

Limitation on Liability of the Depositor. the SellerSellers, ------------------------------------------------------ the Master Servicer and Others. ------------------------------ None of the Depositor, the Seller, the Master Servicer or any Seller or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer or any Seller shall be under any liability to 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, the Seller, the Master Servicer or any Seller or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any Seller or any such Person from any liability which would otherwise be imposed by reasons 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 SellerMaster Servicer, the Master Servicer each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or each Seller 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 SellerMaster Servicer, the Master Servicer each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or any Seller shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer or any Seller shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer or any Seller may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer and each Seller shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the --------------------------------------------- Seller, the Master Servicer and Others. -------------------------------------- None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the ------- Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the -------- ------- Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer Servicer, and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason because of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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 because of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason because of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any 95 obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such legal action that it may deem necessary or desirable appropriate in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Seller, and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. --------------------------------------------- None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the ------- Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the -------- ------- Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to the Trust 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, provided that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which that would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, provided that any of the Depositor, the Seller or the Master Servicer may may, in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate AccountAccount as provided by Section 3.08 hereof.

Limitation on Liability of the Depositor. the Seller, the Master Servicer Servicer, the Servicers and Others. the Back-Up Servicer. (a) None of the Depositor, the Seller, the Master Servicer, the Back-Up Servicer or a Servicer nor any of the directors, officers, employees or agents of the Depositor, the Seller or Seller, the Master Servicer, the Back-Up Servicer or a Servicer shall be under any liability to 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, the Seller, the Master Servicer, the Back-Up Servicer, a Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer, the Back-Up Servicer, a Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer, the Back-Up Servicer, a Servicer and any director, officer, employee or agent of the Depositor, the Seller or Seller, the Master Servicer, the Back-Up Servicer or a 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 Seller, the Master Servicer Servicer, the Back-Up Servicer, each Servicer, and any director, officer, employee or agent of the Depositor, the Seller Seller, the Master Servicer, the Back-Up Servicer or the Master related Servicer shall be indemnified by the Trust Fund out of the Collection Account and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement, any Designated Servicing Agreement or the Certificates, other than any loss, liability or expense related (i) relating to any specific Mortgage Loan or Mortgage Loans (except as and, in the case of any Servicer, relating to such Servicer’s failure to service such Mortgage Loan or Mortgage Loans in accordance with this Agreement, unless such loss, liability or expense shall be is otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense (ii) incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or Seller, the Master Servicer, the Back-Up Servicer or a Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or Seller, the Master Servicer, the Back-Up Servicer or a Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Seller, the Master Servicer, the Back-Up Servicer and the Master Servicer Servicers shall be entitled to be reimbursed therefor out from the Trust Fund. The right of each Servicer, the Master Servicer, and the Back-Up Servicer to indemnity and reimbursement pursuant to this Section 6.03 shall survive the resignation or termination of such Servicer, the Master Servicer or Back-Up Servicer as set forth herein. (b) Each Servicer and the Master Servicer shall indemnify the Trustee and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee may sustain in any way related to the failure of such Servicer or the Master Servicer, as applicable, to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The related Servicer or the Master Servicer, as applicable, immediately shall notify the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Certificate AccountTrustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Trustee in respect of such claim. The related Servicer or the Master Servicer, as applicable, shall follow any written instructions received from the Trustee in connection with such claim. Except as otherwise provided herein, the Trustee promptly shall reimburse such Servicer or the Master Servicer, as applicable, for all amounts advanced by such entity pursuant to the second preceding sentence except when the claim is in any way related to (i) with respect to a Servicer, the failure of such Servicer to service and administer the Non-Designated Mortgage Loans in compliance with the terms of this Agreement and (ii) with respect to the Master Servicer, the failure of the Master Servicer to master service and administer the Designated Mortgage Loans in compliance with the terms of this Agreement.

Limitation on Liability of the Depositor. the SellerServicers, the Master Servicer and Others. None of the Depositor, the SellerServicers, the Securities Administrator, the Master Servicer Servicers or any of the directors, officers, employees or agents of the Depositor, the Seller Servicer or the Master Servicer shall be under any liability to the Trust 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 the Servicing Agreement, as applicable, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, a Servicer, the SellerSecurities Administrator, the Master Servicer or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect the Depositor, the Seller, the Master Servicer or against any specific liability imposed on any such Person from pursuant hereto or against any liability which would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderhereunder or under the Servicing Agreement, as applicable. The Depositor, each Servicer, the SellerSecurities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or related Servicer, the Securities Administrator and the Master 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 Sellerrelated Servicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, each Servicer, the Seller Securities Administrator or the Master Servicer shall be indemnified and held harmless by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement, the Servicing Agreement, the Certificates or any Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense incurred other than by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or under the Servicing Agreement or by reason of reckless disregard of obligations and duties hereunder or under the Servicing Agreement. None of the Depositor, any Servicer, the Securities Administrator or the Master 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, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, each 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 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 (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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller related Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor out from the Collection Account, the Custodial Account 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 Certificate Certificateholders to receive any amount in the Collection Account, the Custodial Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, no Servicer shall be liable for any actions or inactions prior to the Cut-off Date of any prior servicer of the related Mortgage Loans and the Master Servicer shall not be liable for any action or inaction of any Servicer, except to the extent expressly provided herein, or the Credit Risk Management Agreement.

Limitation on Liability of the Depositor. the SellerSellers, the Master Servicer Servicer, the NIM Insurer and Others. None of the Depositor, the SellerMaster Servicer, the Master Servicer NIM Insurer or any Seller or any of the directors, officers, employees or agents of the Depositor, the Master Servicer, the NIM Insurer or any Seller or the Master Servicer shall be under any liability to 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, the SellerMaster Servicer, the Master Servicer any Seller or any such Person against any breach of representations or warranties made by it herein in this Agreement or protect the Depositor, the SellerMaster Servicer, the Master Servicer any Seller or any such Person from any liability which would otherwise be imposed by reasons 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 SellerMaster Servicer, the Master Servicer NIM Insurer, each Seller and any director, officer, employee or agent of the Depositor, the Master Servicer, the NIM Insurer or each Seller or the Master 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 hereunderunder this Agreement. The Depositor, the SellerMaster Servicer, the Master Servicer NIM Insurer, each Seller and any director, officer, employee or agent of the Depositor, the Master Servicer, the NIM Insurer or any Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Master Servicer, the NIM Insurer or any Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Master Servicer, the NIM Insurer or any Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Master Servicer, the NIM Insurer and each Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, ----------------------------------------------------- the Master Servicer and Others. ------------------------------ None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the --------------------------------------------- Seller, the Master Servicer and Others. -------------------------------------- None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 hereunderhere- under. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the -------- ------- Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerMaster Servicer and ----------------------------------------------------------------- Others. ------ Neither the Depositor, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Depositor or the Master Servicer shall be under any liability to 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 judgmentjudgement; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Depositor or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting in respect of any matters arising hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Depositor or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of Neither the Depositor, the Seller or Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its their respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of either the Depositor, the Seller Depositor or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders Certificateholder 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 Depositor, the Seller Depositor and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate AccountAccount as provided by Section 3.12 hereof.

Limitation on Liability of the Depositor. the SellerTHE SELLER, the Master Servicer and OthersTHE MASTER SERVICER AND OTHERS. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerServicer, the Master Servicer the Trustee and Others. None of Neither the Depositor, the SellerServicer, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Servicers or the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, Servicers or the Master Servicer or any such Person against any breach of warranties or representations made herein, or warranties made by it herein failure to perform its obligations in strict compliance with this Agreement, or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard any breach of obligations the terms and duties hereunderconditions of this Agreement. The Depositor, the SellerMaster Servicer, the Master Servicer Trustee, and any director, officer, employee or agent of the Depositor, the Seller Master Servicer or the Master Servicer 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. The Neither the Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of nor the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer Trustee shall be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its respective duties hereunder to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve cause it in to incur any expense expenses or liability; provided, however, that any the Depositor, either Servicer, the Master Servicer or the Trustee may in its discretion (and, in the case of the Depositor, the Seller Servicers or the Master Servicer may in its discretion Servicer, with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Fund, Collection Account and the Depositor, the Seller and applicable Servicer, the Master Servicer or the Trustee shall be entitled to be reimbursed therefor out of the Certificate AccountCollection Account as provided by Section 4.06; provided that no such right of reimbursement shall exist with respect to the Servicer when such claim relates to the failure of the Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by the Servicer hereunder.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. ----------------------------------------------------- None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. (a) The ---------------------------------------- Depositor shall not be under any obligation to expend or risk its own funds or otherwise incur financial liability in the Seller, performance of its duties hereunder or under a Series Supplement or in the Master Servicer and Others. None exercise of the Depositor, the Seller, the Master Servicer or any of its rights or power if reasonable grounds exist for believing that the repayment or such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of its directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to any Trust or the Certificateholders of any Series for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person Depositor against any breach of representations representations, warranties or warranties covenants made by it herein herein, or protect the Depositor, the Seller, the Master Servicer or any such Person from against any liability which would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of its obligations and duties hereunder. The DepositorUnless otherwise provided in a related Series Supplement, the Seller, Trust will indemnify and hold harmless the Master Servicer Depositor and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless Depositor against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this the Trust 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 by the Depositor and any of its directors, officers, employees or agents hereunder or by reason of reckless disregard of their obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer . (c) The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder and which under this Trust Agreement and, in its opinion may opinion, does not involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer Depositor may in its discretion undertake any such action that which it may deem necessary or desirable in with respect of to this Trust Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders hereunder. In The Depositor shall be under no obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of any Underlying Securities. (d) The Depositor shall not be liable to any Certificateholder for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any Certificateholder of a Certificate or any other person believed by it in good faith to be competent to give such eventadvice or information, including, without limitation, the legal expenses Calculation Agent, the Market Agent or the other party to this Trust Agreement. The Depositor may rely and costs of such action shall be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. (e) The Depositor shall not incur any liability resulting therefrom to any Certificateholder if, by reason of any provision of any present or future law, or regulation thereunder, or any governmental authority, or by any reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositor shall be expenses, costs and liabilities prevented or forbidden from doing or performing any act or thing which the terms of the this Trust Fund, Agreement provide shall be done or performed; and the DepositorDepositor shall not incur any liability to any Certificateholder by reason of any non-performance or delay, caused as aforesaid, in the Seller and performance of any act or thing which the Master Servicer terms of this Trust Agreement provide shall or may be entitled done or performed, or by reason of any exercise of, or failure to be reimbursed therefor out of the Certificate Accountexercise, any discretion provided for in this Trust Agreement.

Limitation on Liability of the Depositor. the --------------------------------------------- Seller, the Master Servicer and Others. -------------------------------------- None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, provided that -------- this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, provided that any of the Depositor, the Seller or the Master -------- Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerServicer, the Master Servicer and Others. None of the Depositor, the SellerServicer, the Securities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Servicer or the Master Servicer shall be under any liability to the Trust 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, the SellerServicer, the Securities Administrator, the Master Servicer or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect the Depositor, the Seller, the Master Servicer or against any specific liability imposed on any such Person from pursuant hereto or against any liability which would otherwise be imposed by reasons 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 SellerServicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or Servicer, the Securities Administrator and the Master 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 SellerServicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer, the Securities Administrator or the Master Servicer shall be indemnified and held harmless by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement, the Certificates or the Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense incurred other than 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. None of the Depositor, the Servicer, the Securities Administrator or the Master 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, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, 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 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 (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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor out from the Collection Account 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 Certificate Certificateholders to receive any amount in the Collection Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, 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 herein, or the Credit Risk Manager.

Limitation on Liability of the Depositor. the Loan -------------------------------------------------- Seller, the Transferor, the Master Servicer and Others. ------------------------------------------------------ None of the Depositor, the Loan Seller, the Transferor, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Loan Seller, the Transferor or the Master Servicer shall be under any liability to 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, the Loan Seller, the Transferor, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Loan Seller, the Transferor, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Loan Seller, the Transferor, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Loan Seller, the Transferor or the Master 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 Loan Seller, the Transferor, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Loan Seller, the Transferor or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with (i) any audit, controversy or judicial proceeding relating to a governmental taxing authority authority, (ii) the performance of its duties and obligations and the exercise of its rights under this Agreement or the Certificates, or (iii) 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 not 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. None of the Depositor, the Seller Loan Seller, the Transferor or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Loan Seller, the Transferor or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Loan Seller, the Transferor and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Collection Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. ------------------------------------------ None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerServicers, the Master Servicer and Others. None of the Depositor, the SellerServicers, the Securities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Servicers or the Master Servicer shall be under any liability to the Trust 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, a Servicer, the SellerSecurities Administrator, the Master Servicer or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect the Depositor, the Seller, the Master Servicer or against any specific liability imposed on any such Person from pursuant hereto or against any liability which 152 would otherwise be imposed by reasons 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, each Servicer, the SellerSecurities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, each Servicer, the Seller or Securities Administrator and the Master 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, each Servicer, the SellerSecurities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, each Servicer, the Seller Securities Administrator or the Master Servicer shall be indemnified and held harmless by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement, the Certificates or any Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense incurred other than 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. None of the Depositor, any Servicer, the Securities Administrator or the Master 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, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, each 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 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 (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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller related Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor out from the related Collection Account 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 Certificate Certificateholders to receive any amount in the related Collection Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, no Servicer shall be liable for any actions or inactions prior to the Cut-off Date of any prior servicer of the related Mortgage Loans and the Master Servicer shall not be liable for any action or inaction of either Servicer or any Interim Servicer, except to the extent expressly provided herein, or the Credit Risk Management Agreement.

Limitation on Liability of the Depositor. the SellerTHE SELLER, the Master Servicer and OthersTHE MASTER SERVICER, AND OTHERS. None of the Depositor, the Seller, the Master Servicer Servicer, the NIM Insurer or any of the directors, officers, employees employees, or agents of the Depositor, the Seller Seller, the NIM Insurer, or the Master Servicer shall be under any liability liable to 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 . This provision shall not protect the Depositor, the Seller, the Master Servicer Servicer, or any such Person person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer Servicer, or any such Person person from any liability which that would otherwise be imposed by reasons of for willful misfeasance, bad faith faith, or gross negligence in the performance of duties or by reason because of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer Servicer, the NIM Insurer and any director, officer, employee employee, or agent of the Depositor, the Seller Seller, the NIM Insurer, or the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the NIM Insurer, the Seller, the Master Servicer and any director, officer, employee employee, or agent of the Depositor, the Seller Seller, the NIM Insurer or the Master Servicer shall be indemnified by the Trust Fund and held harmless against for any loss, liability liability, or expense incurred in connection with any audit, controversy controversy, or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability liability, or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability liability, or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability liability, or expense incurred by reason because of willful misfeasance, bad faith faith, or gross negligence in the performance of duties hereunder or by reason because of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller NIM Insurer, the Seller, or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any . Any of the Depositor, the Seller NIM Insurer, the Seller, or the Master Servicer may in its discretion undertake any such action legal action, in its own name or the name of the Trustee, the Depositor, the Certificateholders, or any of them, that it may deem necessary or desirable appropriate in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunderhereunder or with respect to the Mortgage Loans, including, without limitation, any rights or causes of action arising out of the origination of the Mortgage Loans. In such event, the legal expenses and costs of such the action and any liability resulting therefrom from it shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller NIM Insurer, the Seller, and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer Mortgage Loan Seller and Others. None of the Depositor, the Seller, the Master Servicer Mortgage Loan Seller or any of the directors, officers, employees or agents of the Depositor, the Seller Depositor or the Master Servicer Mortgage Loan Seller shall be under any liability to 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, Depositor or the Seller, the Master Servicer Mortgage Loan Seller or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, Depositor or the Seller, the Master Servicer Mortgage Loan Seller or any such Person from any liability which that would otherwise be imposed by reasons 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 Seller, the Master Servicer Mortgage Loan Seller and any director, officer, employee or agent of the Depositor, the Seller Depositor or the Master Servicer Mortgage Loan Seller 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 Seller, the Master Servicer Mortgage Loan Seller and any director, officer, employee or agent of the Depositor, the Seller Depositor or the Master Servicer Mortgage Loan Seller shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of Neither the Depositor, Depositor nor the Mortgage Loan Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, that any of either the Depositor, the Seller Depositor or the Master Servicer Mortgage Loan Seller may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller Depositor and the Master Servicer Mortgage Loan Seller shall be entitled to be reimbursed therefor out of the Certificate Account.. [End of Article VIII]

Limitation on Liability of the Depositor. (a) The Depositor shall not be under any obligation to expend or risk its own funds or otherwise incur financial liability in the Seller, performance of its duties hereunder or under a Series Supplement or in the Master Servicer and Others. None exercise of the Depositor, the Seller, the Master Servicer or any of its rights or power if reasonable grounds exist for believing that the repayment or such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of its directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to any Trust or the Certificateholders of any Series for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person Depositor against any breach of representations representations, warranties or warranties covenants made by it herein herein, or protect the Depositor, the Seller, the Master Servicer or any such Person from against any liability which would otherwise be imposed by reasons 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. . (c) The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Depositor shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder and which under this Trust Agreement and, in its opinion may opinion, does not involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer Depositor may in its discretion undertake any such action that which it may deem necessary or desirable in with respect of to this Trust Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders hereunder. In The Depositor shall be under no obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of any Underlying Securities. (d) The Depositor shall not be liable to any Certificateholder for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any Certificateholder of a Certificate or any other person believed by it in good faith to be competent to give such eventadvice or information. The Depositor may rely and shall be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. (e) The Depositor shall not incur any liability to any Certificateholder if, by reason of any provision of any present or future law, or regulation thereunder, or any governmental authority, or by any reason of any act of God or war or other circumstance beyond the control of the relevant party, the legal expenses Depositor shall be prevented or forbidden from doing or performing any act or thing which the terms of this Trust Agreement provide shall be done or performed; and costs of such action and the Depositor shall not incur any liability resulting therefrom to any Certificateholder by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Trust Agreement provide shall or may be expensesdone or performed, costs and liabilities or by reason of the any exercise of, or failure to exercise, any discretion provided for in this Trust Fund, and the Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate AccountAgreement.

Limitation on Liability of the Depositor. the SellerTHE SELLERS, the Master Servicer and OthersTHE MASTER SERVICERS AND OTHERS. None of the Depositor, the either Seller, the either Master Servicer or any of the directors, officers, employees or agents of the Depositor, the either Seller or the either Master Servicer shall be under any liability to 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; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Depositor, the either Seller, the either Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the either Seller, the either Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 each Seller, the each Master Servicer and any director, officer, employee or agent of the Depositor, the each Seller or the each Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the each Seller, the each Master Servicer and any director, officer, employee or agent of the Depositor, the each Seller or the each Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the either Seller or the either Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that any of the Depositor, the Seller Depositor or the either Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the applicable Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer Securities Administrator and Others. None of the Depositor, the Seller, the Master Servicer or Securities Administrator nor any of the directors, officers, employees or agents of the Depositor, the Seller Depositor or the Master Servicer Securities Administrator shall be under any liability to the Trust 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, the Seller, the Master Servicer Securities Administrator or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer Securities Administrator or any such Person from any liability which that would otherwise be imposed by reasons 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 Seller, the Master Servicer Securities Administrator and any director, officer, employee or agent of the Depositor, the Seller Depositor or the Master Servicer Securities Administrator 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 Seller, the Master Servicer Securities Administrator and any director, officer, employee or agent of the Depositor, the Seller Depositor or the Master Servicer Securities Administrator shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense expense, incurred in connection with the performance of their duties under this agreement or incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, Depositor nor the Seller or the Master Servicer Securities Administrator shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Depositor or the Master Servicer may Securities Administrator may, in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller Depositor and the Master Servicer Securities Administrator shall be entitled to be reimbursed therefor out of the Certificate AccountAccount as provided by Section 3.08 hereof. In addition, the Securities Administrator shall be entitled to be reimbursed out of the Certificate Account for all reasonable expenses, disbursements and advances incurred or made by the Securities Administrator on behalf of the Trust Fund in accordance with any of the provisions of this Agreement (including, without limitation: (A) the reasonable compensation and the expenses and disbursements of its counsel, but only for representation of the Securities Administrator acting in its capacity as Securities Administrator hereunder and (B) to the extent that the Securities Administrator must engage persons not regularly in its employ to perform acts or services on behalf of the Trust Fund, which acts or services are not in the ordinary course of the duties of a trustee, in the absence of a breach or default by any party hereto, the reasonable compensation, expenses and disbursements of such persons), except any such compensation, expense, disbursement or advance that either (i) arises from its negligence, bad faith or willful misconduct or (ii) does not constitute "unanticipated expenses" within the meaning of Treasury Regulations Section 1.80G-1(b)(3)(ii).

Limitation on Liability of the Depositor. (a) The Depositor shall not be under any obligation to expend or risk its own funds or otherwise incur financial liability in the Seller, performance of its duties hereunder or under a Series Supplement or in the Master Servicer and Others. None exercise of the Depositor, the Seller, the Master Servicer or any of its rights or power if reasonable grounds exist for believing that the directorsrepayment or such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) Neither the Depositor nor any of its members, managers, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to any Trust or the Certificateholders of any Series for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person Depositor against any breach of representations representations, warranties or warranties covenants made by it herein herein, or protect the Depositor, the Seller, the Master Servicer or any such Person from against any liability which would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of its obligations and duties hereunder. The DepositorUnless otherwise provided in a related Series Supplement, the Seller, Trust will indemnify and hold harmless the Master Servicer Depositor and any directormember, manager, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless Depositor against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this the Trust 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 by the Depositor and any of its members, managers, officers, employees or agents hereunder or by reason of reckless disregard of their obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer . (c) The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder and which under this Trust Agreement and, in its opinion may opinion, does not involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer Depositor may in its discretion undertake any such action that which it may deem necessary or desirable in with respect of to this Trust Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders hereunder. In The Depositor shall be under no obligation whatsoever to appear in, prosecute or defend any action, suit or other proceeding in respect of any Underlying Securities. (d) The Depositor shall not be liable to any Certificateholder for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any Certificateholder of a Certificate or any other person believed by it in good faith to be competent to give such eventadvice or information, including, without limitation, the legal expenses Calculation Agent, the Market Agent or the other party to this Trust Agreement as amended by any Series Supplement. The Depositor may rely and costs of such action shall be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. (e) The Depositor shall not incur any liability resulting therefrom to any Certificateholder if, by reason of any provision of any present or future law, or regulation thereunder, or any governmental authority, or by any reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositor shall be expenses, costs and liabilities prevented or forbidden from doing or performing any act or thing which the terms of the this Trust Fund, Agreement provide shall be done or performed; and the DepositorDepositor shall not incur any liability to any Certificateholder by reason of any non- performance or delay, caused as aforesaid, in the Seller and performance of any act or thing which the Master Servicer terms of this Trust Agreement provide shall or may be entitled done or performed, or by reason of any exercise of, or failure to be reimbursed therefor out of the Certificate Accountexercise, any discretion provided for in this Trust Agreement.

Limitation on Liability of the Depositor. the SellerServicers, the Master Servicer and Others. None of the Depositor, the SellerServicers, the Securities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Servicers, the Securities Administrator or the Master Servicer shall be under any liability to the Trust 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, the SellerServicers, the Securities Administrator, the Master Servicer or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect the Depositor, the Seller, the Master Servicer or against any specific liability imposed on any such Person from pursuant hereto or against any liability which would otherwise be imposed by reasons 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, each Servicer, the SellerSecurities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, each Servicer, the Seller or Securities Administrator and the Master 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, each Servicer, the SellerSecurities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, each Servicer, the Seller Securities Administrator or the Master Servicer shall be indemnified and held harmless by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than Certificates or any loss, liability or expense incurred other than 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. None of the Depositor, the related Servicer, the Securities Administrator or the Master 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, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, the related 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 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 (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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller related Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor out from the Collection Account 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 Certificate Certificateholders to receive any amount in the related Collection Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, the related 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 any Servicer, except to the extent expressly provided herein.

Limitation on Liability of the Depositor. the Seller, ------------------------------------------------------ the Master Servicers, the Special Servicer and Others. ---------------------------------------------- (a) None of the Depositor, the Seller, the Master a Servicer or the Special Servicer nor any of the directors, officers, employees or agents of the Depositor, the Seller Seller, a Servicer or the Master Special Servicer shall be under any liability to 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, the Seller, a Servicer, the Master Special Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer, the Special Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, a Servicer, the Master Special Servicer and any director, officer, employee or agent of the Depositor, the Seller Seller, a Servicer or the Master Special Servicer may rely in good faith on any document of any kind prima facie 105 properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller Seller, a Servicer or the Master Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Seller, a Servicer or the Master Special Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Seller, the Servicers and the Master Servicer Special Servicers shall be entitled to be reimbursed therefor out from the Trust Fund. (b) Each Servicer shall indemnify the Trustee and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee may sustain in any way related to the failure of such Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The related Servicer immediately shall notify the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Certificate AccountTrustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Trustee in respect of such claim. The related Servicer shall follow any written instructions received from the Trustee in connection with such claim. Except as otherwise provided herein, the Trustee promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the failure of such Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement.

Limitation on Liability of the Depositor. the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator and Others. . (a) None of the Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator or any director, officer, employee or agent of any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer foregoing shall be under any liability to the Trust, the Certificateholders or any Companion Loan Holder (in the case of a Whole Loan) for any action taken taken, or for refraining from the taking of any action not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator or any such other Person against any breach of representations a representation or warranties warranty made by it herein herein, or protect against any expense or liability specifically required to be borne thereby pursuant to the Depositorterms hereof, the Seller, the Master Servicer or any such Person from against any liability which that would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of obligations or duties hereunder, or by reason of negligent or reckless disregard of such obligations and duties hereunderduties. The Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator and any director, manager, member, officer, employee or agent (including Sub-Servicers) of any of the Depositor, the Seller or the Master Servicer foregoing may rely in good faith on any document of any kind that, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator and any director, manager, member, officer, employee or agent (including Sub-Servicers) of any of the Depositor, the Seller or the Master Servicer foregoing shall be indemnified and held harmless by the Trust Fund and held harmless against any loss, liability or expense expense, including reasonable attorneys' fees, expenses of counsel and expenses of litigation, incurred in connection with any audit, controversy claims or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement Agreement, the Certificates or any asset of the CertificatesTrust, other than any loss, liability or expense related expense: (i) specifically required to any specific Mortgage Loan or Mortgage Loans (except as any be borne by such loss, liability or expense shall be otherwise reimbursable Person pursuant to this Agreementthe terms hereof, including, without limitation, Section 10.01(h); or (ii) and that was incurred in connection with claims against such party resulting from (A) any lossbreach of a representation or warranty made herein by such party, liability or expense incurred by reason of (B) willful misfeasance, bad faith faith, recklessness or gross negligence in the performance of obligations or duties hereunder by such party, or by reason of from negligent or reckless disregard of such obligations and duties hereunderor duties, or (C) any violation by such party of any state or federal securities law. None of the Depositor, the Seller Master Servicer, the Special Servicer or the Master Servicer REMIC Administrator shall be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder and which under this Agreement and, except in the case of a legal action contemplated by Section 3.22, in its opinion may does not involve it in any ultimate expense or liability; provided, however, that any of the Depositor, the Seller Master Servicer, the Special Servicer or the Master Servicer REMIC Administrator may in its discretion undertake any such action that it may deem necessary or desirable in 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 Trustee Certificateholders, or if a Serviced Whole Loan is affected, the interests of the Certificateholders and the Certificateholders hereunderrelated Companion Loan Holder (as a collective whole and, in the case of a Serviced Whole Loan that is an A/B Whole Loan, taking into account the subordination of the related Companion Loan); provided, however, if a Serviced Whole Loan and/or a Companion Loan Holder is involved, such expenses, costs and liabilities shall be payable out of the related Serviced Whole Loan Custodial Account and shall also be payable out of the Certificate Account if (A) amounts on deposit in the related Serviced Whole Loan Custodial Account are insufficient therefor and (B) either (i) such expenses, costs and liabilities do not relate solely to such Companion Loan or (ii) if such expenses, costs and liabilities relate solely to such Companion Loan, only to the extent of deposits in the Certificate Account related directly to the Serviced Whole Loan. In such event, the legal expenses and costs of such action action, and any liability resulting therefrom therefrom, shall be expenses, costs and liabilities of the Trust FundTrust, and the Depositor, the Seller Master Servicer, the Special Servicer and the Master Servicer REMIC Administrator each shall be entitled to the direct payment of such expenses or to be reimbursed therefor from the Certificate Account as provided in Section 3.05(a) (or, if and to the extent the matter relates solely to the Companion Loan related to a Serviced Whole Loan, out of the related Serviced Whole Loan Custodial Account and out of the Certificate AccountAccount to the extent of deposits therein related directly to the Serviced Whole Loan). For the avoidance of doubt, such expenses, costs and liabilities shall not be deemed to relate solely to the Companion Loan related to a Serviced Whole Loan for the sole reason that the related action was instituted by or against the related Companion Loan Holder. (b) The Sawgrass Mills Master Servicer, Sawgrass Mills Special Servicer, Sawgrass Mills Xxxxxitor and the Sawgrass Mills Xxxxtee, and any of their respecxxxx directors, officers, employexx xx agents (collectively, the "Sawgrass Mills Indemnified Parties"), shall be indemnified by the Trust and held xxxxless against the Trust's pro rata share (subject to the Sawgrass Mills Intercreditor Agreement) of any and all claims, losses, damages, xxxxxties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to the Sawgrass Mills Whole Loan under the Sawgrass Mills Servicing Agreement or this Axxxxxent (but excluding any such losxxx xllocable to any Sawgrass Mills Companion Loan), reasonably requiring the use of counsel or the ixxxxxing of expenses other than any losses incurred by reason of any Sawgrass Mills Indemnified Party's willful misfeasance, bad faith or negligence xx xxe performance of duties or by reason of negligent disregard of obligations and duties under the Sawgrass Mills Servicing Agreement. The indemnification provided herein shall suxxxxx the termination of this Agreement and the termination or resignation of the Sawgrass Mills Master Servicer, the Sawgrass Mills Trustee and the Sawgrass Millx Xxxcial Servicer. (c) Xxx Arundel Mills Master Servixxx, Arundel Mills Special Servicer, Arundel Mills Dexxxxxor and the Arundel Mills Txxxxxe, and any of their respectxxx xirectors, officers, employexx xx agents (collectively, the "Arundel Mills Indemnified Parties"), shall be indemnified by the Trust and held xxxxless against the Trust's pro rata share (subject to the Arundel Mills Intercreditor Agreement) of any and all claims, losses, damages, xxxxxties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to the Arundel Mills Pari Passu Whole Loan under the Arundel Mills Servicing Agreement xx xxxx Xgreement (but excluding any such losxxx xllocable to any Arundel Mills Pari Passu Companion Loan), reasonably requiring the use of counsxx xx xxx incurring of expenses other than any losses incurred by reason of any Arundel Mills Indemnified Party's willful misfeasance, bad faith or negligence xx xxe performance of duties or by reason of negligent disregard of obligations and duties under the Arundel Mills Servicing Agreement. The indemnification provided herein shall suxxxxx the termination of this Agreement and the termination or resignation of the Arundel Mills Master Servicer, the Arundel Mills Trustee and the Arundel Mills Xxxxxal Servicer.

Limitation on Liability of the Depositor. the SellerTHE SELLER, the Master Servicer and OthersTHE MASTER SERVICER, AND OTHERS. None of the Depositor, the Seller, the Master Servicer Servicer, the NIM Insurer or any of the directors, officers, employees employees, or agents of the Depositor, the Seller Seller, the NIM Insurer, or the Master Servicer shall be under any liability liable to 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 . This provision shall not protect the Depositor, the Seller, the Master Servicer Servicer, or any such Person person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer Servicer, or any such Person person from any liability which that would otherwise be imposed by reasons of for willful misfeasance, bad faith faith, or gross negligence in the performance of duties or by reason because of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer Servicer, the NIM Insurer and any director, officer, employee employee, or agent of the Depositor, the Seller Seller, the NIM Insurer, or the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the NIM Insurer, the Seller, the Master Servicer and any director, officer, employee employee, or agent of the Depositor, the Seller Seller, the NIM Insurer or the Master Servicer shall be indemnified by the Trust Fund and held harmless against for any loss, liability liability, or expense incurred in connection with any audit, controversy controversy, or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability liability, or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability liability, or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability liability, or expense incurred by reason because of willful misfeasance, bad faith faith, or gross negligence in the performance of duties hereunder or by reason because of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller NIM Insurer, the Seller, or the Master Servicer shall be under any obligation to need appear in, prosecute prosecute, or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, that any . Any of the Depositor, the Seller NIM Insurer, the Seller, or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable deems appropriate in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such the action and any liability resulting therefrom from it shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller NIM Insurer, the Seller, and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Certificate Administrator, the Custodian, the Seller, the Servicing Released Master Servicer and Others. None of the Depositor, the Certificate Administrator, the Custodian, the Seller, the either Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Certificate Administrator, the Custodian, the Seller or the Servicing Released Master Servicer shall be under any liability to 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, the Certificate Administrator, the Custodian, the Seller, the Servicing Released Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Certificate Administrator, the Custodian, the Seller, the Servicing Released Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Certificate Administrator, the Custodian, the Seller, the Servicing Released Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or Certificate Administrator, the Custodian, the Seller, the Servicing Released Master 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 Certificate Administrator, the Custodian, the Seller, the Servicing Released Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Servicing Released Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or Certificate Administrator, the Custodian, the Seller, the Servicing Released Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or Certificate Administrator, the Custodian, the Seller, the Servicing Released Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and Certificate Administrator, the Custodian, the Seller, the Servicing Released Master Servicer shall be entitled to be reimbursed therefor out of the related Certificate Account.

Limitation on Liability of the Depositor. the Seller, the --------------------------------------------------------- Master Servicer and Others. -------------------------- None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerOcwen, the Master Servicer and Others. None of the Depositor, Ocwen, the SellerSecurities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Ocwen or the Master Servicer shall be under any liability to the Trust 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, Ocwen, the SellerSecurities Administrator, the Master Servicer or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect the Depositor, the Seller, the Master Servicer or against any specific liability imposed on any such Person from pursuant hereto or against any liability which would otherwise be imposed by reasons 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, Ocwen, the SellerSecurities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, Ocwen, the Seller or Securities Administrator and the Master 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, Ocwen, the SellerSecurities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, Ocwen, the Seller Securities Administrator or the Master Servicer shall be indemnified and held harmless by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement, the Certificates or any Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense incurred other than 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. None of the Depositor, Ocwen, the Securities Administrator or the Master 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, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, Ocwen, 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 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 (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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, Ocwen, the Seller Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor out from the related Collection Account 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 Certificate Certificateholders to receive any amount in the related Collection Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, Ocwen shall not be liable for any actions or inactions prior to the Cut-off Date of any prior servicer of the Ocwen Mortgage Loans and the Master Servicer shall not be liable for any action or inaction of any Servicer, except to the extent expressly provided herein, or the Credit Risk Manager.

Limitation on Liability of the Depositor. the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator and Others. None of the Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator or any director, officer, employee or agent of any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer foregoing shall be under any liability to the Trust, the Certificateholders or any Companion Loan Holder (in the case of a Whole Loan) for any action taken taken, or for refraining from the taking of any action not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator or any such other Person against any breach of representations a representation or warranties warranty made by it herein herein, or protect against any expense or liability specifically required to be borne thereby pursuant to the Depositorterms hereof, the Seller, the Master Servicer or any such Person from against any liability which that would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of obligations or duties hereunder, or by reason of negligent or reckless disregard of such obligations and duties hereunderduties. The Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator and any director, manager, member, officer, employee or agent (including Sub-Servicers) of any of the Depositor, the Seller or the Master Servicer foregoing may rely in good faith on any document of any kind that, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator and any director, manager, member, officer, employee or agent (including Sub-Servicers) of any of the Depositor, the Seller or the Master Servicer foregoing shall be indemnified and held harmless by the Trust Fund and held harmless against any loss, liability or expense expense, including reasonable attorneys' fees, expenses of counsel and expenses of litigation, incurred in connection with any audit, controversy claims or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement Agreement, the Certificates or any asset of the CertificatesTrust, other than any loss, liability or expense related expense: (i) specifically required to any specific Mortgage Loan or Mortgage Loans (except as any be borne by such loss, liability or expense shall be otherwise reimbursable Person pursuant to this Agreementthe terms hereof, including, without limitation, Section 10.01(h); or (ii) and that was incurred in connection with claims against such party resulting from (A) any lossbreach of a representation or warranty made herein by such party, liability or expense incurred by reason of (B) willful misfeasance, bad faith faith, recklessness or gross negligence in the performance of obligations or duties hereunder by such party, or by reason of from negligent or reckless disregard of such obligations and duties hereunderor duties, or (C) any violation by such party of any state or federal securities law. None of the Depositor, the Seller Master Servicer, the Special Servicer or the Master Servicer REMIC Administrator shall be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder and which under this Agreement and, except in the case of a legal action contemplated by Section 3.22, in its opinion may does not involve it in any ultimate expense or liability; provided, however, that any of the Depositor, the Seller Master Servicer, the Special Servicer or the Master Servicer REMIC Administrator may in its discretion undertake any such action that it may deem necessary or desirable in 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 Trustee Certificateholders, or if a Whole Loan is affected, the interests of the Certificateholders and the Certificateholders hereunderrelated Companion Loan Holder (as a collective whole and, in the case of an A/B Whole Loan, taking into account the subordination of the related A/B Companion Loan); provided, however, if a Whole Loan and/or a Companion Loan Holder is involved, such expenses, costs and liabilities shall be payable out of the related Whole Loan Custodial Account and shall also be payable out of the Certificate Account if (A) amounts on deposit in the related Whole Loan Custodial Account are insufficient therefor and (B) either (i) such expenses, costs and liabilities do not relate solely to such Companion Loan or (ii) if such expenses, costs and liabilities relate solely to such Companion Loan, only to the extent of deposits in the Certificate Account related directly to the Whole Loan. In such event, the legal expenses and costs of such action action, and any liability resulting therefrom therefrom, shall be expenses, costs and liabilities of the Trust FundTrust, and the Depositor, the Seller Master Servicer, the Special Servicer and the Master Servicer REMIC Administrator each shall be entitled to the direct payment of such expenses or to be reimbursed therefor from the Certificate Account as provided in Section 3.05(a) (or, if and to the extent the matter relates solely to the Companion Loan related to a Whole Loan, out of the related Whole Loan Custodial Account and out of the Certificate AccountAccount to the extent of deposits therein related directly to the Whole Loan). For the avoidance of doubt, such expenses, costs and liabilities shall not be deemed to relate solely to the Companion Loan related to a Whole Loan for the sole reason that the related action was instituted by or against the related Companion Loan Holder.

Limitation on Liability of the Depositor. the SellerTHE SELLER, the Master Servicer and OthersTHE MASTER SERVICER AND OTHERS. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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; providedPROVIDED, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that any of the Depositor, the Seller or the Master Servicer may in its discretion with the consent of the Certificate Insurer undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. Others None of the Depositor, the Seller, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Depositor or the Master Servicer shall be under any liability to the Issuing Entity 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which that would otherwise be imposed by reasons 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, Depositor or the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Depositor or the Master 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, Depositor or the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Depositor or the Master Servicer shall be indemnified by the Trust Fund Issuing Entity and held harmless against any loss, liability or expense expense, incurred in connection with the performance of their duties under this Agreement or incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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 Agreementi) 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 hereunderhereunder or (ii) which does not constitute an "unanticipated expense" within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). None of Neither the Depositor, Depositor nor the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, that any either of the Depositor, the Seller Depositor or the Master Servicer may in its discretion may undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust FundIssuing Entity, and the Depositor, the Seller Depositor and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate AccountCollection Account as provided by Section 3.08 hereof. Notwithstanding anything herein to the contrary, in preparing or furnishing any reports or certifications pursuant to this Agreement, the Servicer shall be entitled to rely conclusively on the accuracy of the information or data provided to it by any other party to the Agreement and shall have no liability for any errors therein.

Limitation on Liability of the Depositor. the SellerDepositor, the Master Servicer and Others. Others -------------------------------------------------------- None of the Depositor, the SellerServicer, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Servicer or the Master Servicer shall be under any liability to 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, the SellerServicer, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerServicer, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 SellerServicer, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master 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 SellerServicer, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the performance thereof, 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. None of the Depositor, the Seller Servicer or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Servicer or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Servicer and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Collection Account.

Limitation on Liability of the Depositor. the Seller, the ----------------------------------------------------------------- Master Servicer and Others. -------------------------- None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, -------- however, that any of the Depositor, the Seller or the Master Servicer may in its ------- discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerServicer, the Master Servicer and Others. None of the Depositor, the SellerServicer, the Securities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Servicer or the Master Servicer shall be under any liability to the Trust 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, the SellerServicer, the Securities Administrator, the Master Servicer or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect the Depositor, the Seller, the Master Servicer or against any specific liability imposed on any such Person from pursuant hereto or against any liability which would otherwise be imposed by reasons 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 SellerServicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or Servicer, the Securities Administrator and the Master 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 SellerServicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer, the Securities Administrator or the Master Servicer shall be indemnified and held harmless by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than Certificates or any loss, liability or expense incurred other than 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. None of the Depositor, the Servicer, the Securities Administrator or the Master 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, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, 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 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 (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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor out from the Collection Account 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 Certificate Certificateholders to receive any amount in the Collection Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, 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 herein.

Limitation on Liability of the Depositor. the SellerMaster ---------------------------------------------------- Servicer, the Master Servicer Special Servicer, the REMIC Administrator and Others. ------------------------------------------------------------------- (a) None of the Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator or any director, officer, employee or agent of any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer foregoing shall be under any liability to the Trust, the Certificateholders or the One Stamford Forum Note B Holder for any action taken taken, or for refraining from the taking of any action not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator or any such other Person against any breach of representations a representation or warranties warranty made by it herein herein, or protect against any expense or liability specifically required to be borne thereby pursuant to the Depositorterms hereof, the Seller, the Master Servicer or any such Person from against any liability which that would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of obligations or duties hereunder, or by reason of negligent or reckless disregard of such obligations and duties hereunderduties. The Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator and any director, manager, member, officer, employee or agent (including Sub-Servicers) of any of the Depositor, the Seller or the Master Servicer foregoing may rely in good faith on any document of any kind that, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator and any director, manager, member, officer, employee or agent (including Sub-Servicers) of any of the Depositor, the Seller or the Master Servicer foregoing shall be indemnified and held harmless by the Trust Fund and held harmless against any loss, liability or expense expense, including reasonable attorneys' fees, expenses of counsel and expenses of litigation, incurred in connection with any audit, controversy claims or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement Agreement, the Certificates or any asset of the CertificatesTrust, other than any loss, liability or expense related expense: (i) specifically required to any specific Mortgage Loan or Mortgage Loans (except as any be borne by such loss, liability or expense shall be otherwise reimbursable Person pursuant to this Agreementthe terms hereof, including, without limitation, Section 10.01(h); or (ii) and that was incurred in connection with claims against such party resulting from (A) any lossbreach of a representation or warranty made herein by such party, liability or expense incurred by reason of (B) willful misfeasance, bad faith faith, recklessness or gross negligence in the performance of obligations or duties hereunder by such party, or by reason of from negligent or reckless disregard of such obligations and duties hereunderor duties, or (C) any violation by such party of any state or federal securities law. None of the Depositor, the Seller Master Servicer, the Special Servicer or the Master Servicer REMIC Administrator shall be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder and which under this Agreement and, except in the case of a legal action contemplated by Section 3.22, in its opinion may does not involve it in any ultimate expense or liability; provided, however, that any of the Depositor, the Seller Master Servicer, the Special Servicer or the Master Servicer REMIC Administrator may in its discretion undertake any such action that it may deem necessary or desirable in 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 Trustee Certificateholders, or if the Serviced Whole Loan is affected, the interests of the Certificateholders and the Certificateholders hereunderOne Stamford Forum Note B Holder (as a collective whole taking into account the subordination of the One Stamford Forum Note B); provided, however, that if the Serviced Whole Loan and/or the One Stamford Forum Note B Holder is involved, such expenses, costs and liabilities shall be payable out of the Serviced Whole Loan Custodial Account and shall also be payable out of the Certificate Account if amounts on deposit in the Serviced Whole Loan Custodial Account are insufficient therefor hereunder and (i) so long as such expenses, costs and liabilities do not relate solely to the One Stamford Forum Note B or (ii) if such expenses, costs and liabilities relate solely to the One Stamford Forum Note B, only to the extent of deposits in the Certificate Account related directly to the Serviced Whole Loan. In such event, the legal expenses and costs of such action action, and any liability resulting therefrom therefrom, shall be expenses, costs and liabilities of the Trust FundTrust, and the Depositor, the Seller Master Servicer, the Special Servicer and the Master Servicer REMIC Administrator each shall be entitled to the direct payment of such expenses or to be reimbursed therefor from the Certificate Account as provided in Section 3.05(a) (or, if and to the extent the matter relates solely to the One Stamford Forum Note B, out of the Serviced Whole Loan Custodial Account and out of the Certificate AccountAccount to the extent of deposits therein related directly to the Serviced Whole Loan). For the avoidance of doubt, such expenses, costs and liabilities shall not be deemed to relate solely to the One Stamford Forum Note B for the sole reason that the related action was instituted by or against the One Stamford Forum Note B Holder.

Limitation on Liability of the Depositor. the Seller, the Master Servicer Servicer, and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason because of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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 because of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason because of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any 73 obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable appropriate in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller Seller, and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerSellers, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any Seller or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer or any Seller shall be under any liability to 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, the SellerMaster Servicer, the Master Servicer any Seller or any such Person against any breach of representations or warranties made by it herein in this Agreement or 100 protect the Depositor, the SellerMaster Servicer, the Master Servicer any Seller or any such Person from any liability which would otherwise be imposed by reasons 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 SellerMaster Servicer, the Master Servicer each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or each Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder this Agreement. The Depositor, the SellerMaster Servicer, the Master Servicer each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or any Seller shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer or any Seller shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer or any Seller may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer and each Seller shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; providedPROVIDED, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Collection Account.

Limitation on Liability of the Depositor. the Seller, -------------------------------------------------------- the Master Servicer and Others. ------------------------------ None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer ------------------------------------------------------ and Others. None of ----------- Neither the Depositor, the SellerServicer, the Master any Sub-Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Servicer or the Master any Sub-Servicer shall be under any liability to 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, Depositor or the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, Depositor or the Seller, the Master Servicer or any such Person person from any liability which would otherwise be imposed by reasons 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 SellerServicer, the Master any Sub-Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master any Sub- 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 SellerServicer, the Master any Sub-Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master any Sub-Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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, provided that the foregoing indemnification by the Trust Fund shall be limited to amounts that would otherwise be distributable with respect to the Class S Certificates. None of Neither the Depositor, the Seller or the Master Servicer nor any Sub-Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its their respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of either the Depositor, the Seller Servicer or the Master any Sub-Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to 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, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to 77 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. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and 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 Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer Securities Administrator and Others. None of Neither the Depositor, Depositor nor the Seller, the Master Servicer or Securities Administrator nor any subcontractor nor any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer any of them shall be under any liability to the Trust Estate or the Certificateholders and all such Persons shall be held harmless 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, the Seller, the Master Servicer or any such Person against any breach of warranties or representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from against any liability which would otherwise be imposed by reasons 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 SellerSecurities Administrator, the Master Servicer any subcontractor, and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer them shall be indemnified entitled to indemnification by the Trust Fund Estate and will be held harmless against any loss, liability or expense incurred in connection with any auditthe performance of their duties and obligations, controversy or judicial proceeding relating to a governmental taxing authority the exercise of their rights or any legal action relating to (including but not limited to, costs and expenses of litigation, and of investigation, attorney's fees, damages, judgments and amounts paid in settlement) under this Agreement Agreement, the Certificates or the Mortgage Certificates (except for amounts due by the Depositor in connection with the breach of a representation or warranty covering the Mortgage Certificates), other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such lossincluding without limitation, liability or expense shall be otherwise reimbursable pursuant to this Agreementexpenses payable by the Securities Administrator under Section 8.06) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of his or its duties hereunder or by reason of reckless disregard of his or its obligations and duties hereunder. None of the The Depositor, the Seller Securities Administrator and any of the directors, officers, employees or agents of either 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. Neither the Master Servicer Depositor nor the Securities Administrator shall be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder and which under this Agreement and, in its opinion may opinion, does not involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Depositor or the Master Servicer Securities Administrator may in its discretion undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Trustee and Certificateholders hereunder if the Certificateholders hereunderoffer to the Depositor or the Securities Administrator, as the case may be, reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. 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 FundEstate, and the Depositor, Depositor or the Seller and the Master Servicer Securities Administrator shall be entitled to be reimbursed therefor out of the Certificate Account, and such amounts shall, on the following Distribution Date or Distribution Dates, be allocated in reduction of distributions on the Class A Certificates and Class B Certificates in the same manner as Realized Loss Shortfalls are allocated pursuant to Section 4.02(a).