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

Limitation on Liability of the Seller. the Depositor, the Master Servicer, the Back-Up Servicer, the Servicers, the Special Servicer and Others. None of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller, the Special Servicer, nor any of the directors, officers, employees or agents of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the 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 Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer against any breach of representations or warranties made by it herein or protect the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer or any such 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 Master Servicer, the Back-Up Servicer, any Servicer, the Seller and the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the 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 Master Servicer, the Back-Up Servicer, any Servicer, the Seller and the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense 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 Back-Up Servicer, any Servicer, the Seller or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to their respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the 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, the Trust Administrator and the Certificateholders hereunder; provided, however, that in the event the related Servicer agrees, at the request of the Seller, to act on behalf of the Seller in any dispute or litigation that is not incidental to such Servicer’s duties hereunder and that relates to the origination of a Mortgage Loan, the Seller shall pay all expenses associated with the management and defense of such claim. Anything in this Agreement to the contrary notwithstanding, in no event shall the Master Servicer, the Back-Up Servicer, any Servicer or the Special Servicer be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Master Servicer, the Back-Up Servicer, the related Servicer or the Special Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action.

Limitation on Liability of the Seller. the Depositor, the Master Servicer, the Back-Up Servicer, the Servicers, the Special Servicer and Others. None of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller, the Special Servicer, Servicer nor any of the directors, officers, directors or officers or employees or agents of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer shall be under any liability to the Trust or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer against any breach of representations or warranties made by it herein or protect the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer or any such director, officer, employee or agent from Person against any liability which would otherwise be imposed by reasons reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Depositor, the Seller or the Servicer or by reason of its reckless disregard of its obligations and duties of the Depositor, the Seller or the Servicer hereunder. The Depositor, the Master Servicer, Seller or the Back-Up Servicer, any Servicer, the Seller and the Special Servicer and any director, officer, director or officer or employee or agent of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the 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 Master Servicer, Seller or the Back-Up Servicer, any Servicer, the Seller and the Special Servicer and any director, officer, director or officer or employee or agent of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense 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 or results from a breach of representation by the Depositor, the Seller or the Servicer) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder. None of the The Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer shall be under any no obligation to appear in, prosecute or defend any legal action that is not incidental to their respective its duties hereunder and which that in its opinion opinion, may involve it in any expense or liability; provided, however, that the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer may in its discretion undertake any such action that which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the TrusteeCertificateholders hereunder. In such event, the Trust Administrator reasonable legal expenses and the Certificateholders hereunder; providedcosts of such action and any liability resulting therefrom shall be expenses, however, that in the event the related Servicer agrees, at the request costs and liabilities of the Seller, Trust. The Servicer's right to act on behalf indemnity or reimbursement pursuant to this Section 7.03 shall survive any resignation or termination of the Seller in Servicer pursuant to Section 7.04 or 8.01 with respect to any dispute losses, expenses, costs or litigation that is not incidental liabilities arising prior to such Servicer’s duties hereunder and resignation or termination (or arising from events that relates occurred prior to the origination of a Mortgage Loan, the Seller shall pay all expenses associated with the management and defense of such claim. Anything in this Agreement to the contrary notwithstanding, in no event shall the Master Servicer, the Back-Up Servicer, any Servicer resignation or the Special Servicer be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profitstermination), even if the Master Servicer, the Back-Up Servicer, the related Servicer or the Special Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action.

Limitation on Liability of the Seller. THE MASTER ------------------------------------------------- SERVICER AND OTHERS. -------------------- Neither the Depositor, Seller nor the Master Servicer, the Back-Up Servicer, the Servicers, the Special Servicer and Others. None of the Depositor, the Master Servicer, the Back-Up Servicer, nor any Servicer, the Seller, the Special Servicer, subcontractor nor any of the partners, directors, officers, employees or agents of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer 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 Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer such Person against any breach of warranties or representations or warranties made by it herein or protect the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer or any such director, officer, employee or agent 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 DepositorSeller, the Master Servicer, the Back-Up Servicerany subcontractor, any Servicer, the Seller and the Special Servicer and any partner, director, officer, employee or agent of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the 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 Master Servicer, the Back-Up Servicer, any Servicer, the Seller and the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special 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 the performance of its duties and obligations and any legal action relating to this Agreement or the Certificates, including, without limitation, any legal action against the Trustee in its capacity as Trustee hereunder, other than any loss, liability or expense (including, without limitation, expenses payable by the Master Servicer under Section 8.06) 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 DepositorThe Seller, the Master ServicerServicer and any of the directors, the Back-Up Servicerofficers, employees or agents of either may rely in good faith on any Servicerdocument of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Seller or nor the Special Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to their its respective duties hereunder under this Agreement and which in its opinion may does not involve it in any expense or liability; provided, however, that the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Master Servicer 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, the Trust Administrator and Certificateholders hereunder if the Certificateholders hereunder; provided, however, that in the event the related Servicer agrees, at the request of the Seller, offer to act on behalf of the Seller in any dispute or litigation that is not incidental to such Servicer’s duties hereunder and that relates to the origination of a Mortgage Loan, the Seller shall pay all expenses associated with the management and defense of such claim. Anything in this Agreement to the contrary notwithstanding, in no event shall the Master Servicer, as the Back-Up Servicercase 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 Servicer liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate, and the Seller or the Special Master Servicer shall be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited entitled to lost profits), even if the Master Servicer, the Back-Up Servicer, the related Servicer or the Special Servicer has been advised be reimbursed therefor out of the likelihood Certificate Account, and such amounts shall, on the following Distribution Date or Distribution Dates, be allocated between Group I and Group II, pro rata, and within each Group in reduction of such loss or damage distributions on the Class A Certificates and regardless of Class B Certificates in the form of actionsame manner as Realized Losses are allocated pursuant to Section 4.02(a).

Limitation on Liability of the Seller. the Depositor, the Master Servicer, the Back-Up Servicer, the Servicers, the Special Servicer and Others. None of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller, the Special Servicer, nor any of the directors, officers, employees or agents of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the 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 Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer against any breach of representations or warranties made by it herein or protect the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer or any such 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 Master Servicer, the Back-Up Servicer, any Servicer, the Seller and the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the 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 Master Servicer, the Back-Up Servicer, any Servicer, the Seller and the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense 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 Back-Up Servicer, any Servicer, the Seller or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to their respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the 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, the Trust Administrator and the Certificateholders hereunder; provided, however, that in the event the related Servicer agrees, at the request of the Seller, to act on behalf of the Seller in any dispute or litigation that is not incidental to such Servicer’s 's duties hereunder and that relates to the origination of a Mortgage Loan, the Seller shall pay all expenses associated with the management and defense of such claim. Anything in this Agreement to the contrary notwithstanding, in no event shall the Master Servicer, the Back-Up Servicer, any Servicer or the Special Servicer be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Master Servicer, the Back-Up Servicer, the related Servicer or the Special Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action.

Limitation on Liability of the Seller. the Depositor, the Master Servicer, the Back-Up Servicer, the Servicers, the Special Servicer --------------------------------------------------- and Others. None of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, ---------- Neither the Seller, the Special Servicer, Servicer nor any of the directors, officers, employees or agents of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer shall be under any liability to the Certificateholders Purchaser for any action taken or for refraining from the taking of any action in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special 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 any standard of care set forth in this Agreement, or protect the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer or any such 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 any breach of obligations the terms and duties hereunderconditions of this Agreement. The DepositorSeller, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller and the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the 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 Master Servicer, the Back-Up Servicer, any Servicer, the Seller and the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense 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 Back-Up Servicer, any Servicer, the Seller or the Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to their respective duties hereunder its obligation to sell or duty to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it result in its incurring any expense expenses or liability; provided, however, that the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer may in its discretion may, with the consent of the Purchaser, 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 interests of the Trusteehereto. In such event, the Trust Administrator legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Certificateholders hereunder; provided, however, that in the event the related Servicer agrees, at the request of the Seller, to act on behalf of the Seller in any dispute or litigation that is not incidental to such Servicer’s duties hereunder and that relates to the origination of a Mortgage LoanPurchaser shall be liable, the Seller and the Servicer shall pay all expenses associated with be entitled to reimbursement therefor from the management Purchaser upon written demand except when such expenses, costs and defense of such claim. Anything in this Agreement liabilities are subject to the contrary notwithstanding, in no event shall the Master Servicer, the Back-Up Servicer, any Servicer Seller's or the Special Servicer be liable for special, indirect Servicer's indemnification under Subsections 7.03 or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Master Servicer, the Back-Up Servicer, the related Servicer or the Special Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action13.01.

Limitation on Liability of the Seller. the Depositor, the Master Servicer, the Back-Up Servicer, the Servicers, the Special Servicer and Others. None of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller, the Special Servicer, Depositor or the Servicer nor any of the directors, officers, directors or officers or employees or agents of the DepositorSeller, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller Depositor or the Special Servicer shall be under any liability to the Trust, the Noteholders or the Certificateholders for any action taken or for refraining from the taking of any action by the Seller, the Depositor or the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the DepositorSeller, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller Depositor or the Special Servicer against any breach of representations or warranties made by it herein or protect the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer or any such director, officer, employee or agent from Person against any liability which would otherwise be imposed by reasons reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Seller, the Depositor or the Servicer or by reason of its reckless disregard of its obligations and duties of the Seller, the Depositor or the Servicer hereunder; provided, further, that this provision shall not be construed to entitle the Seller, the Depositor or the Servicer to indemnity in the event that amounts advanced by the Seller, the Depositor or the Servicer to retire any senior lien exceed Net Recoveries realized with respect to the related Mortgage Loan. The DepositorSeller, the Master Servicer, Depositor or the Back-Up Servicer, any Servicer, the Seller and the Special Servicer and any director, officer, director or officer or employee or agent of the DepositorSeller, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller Depositor or the 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 DepositorSeller, the Master Servicer, Depositor or the Back-Up Servicer, any Servicer, the Seller and the Special Servicer and any director, officer, director or officer or employee or agent of the DepositorSeller, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller Depositor or the Special Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Notes 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 its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder; and such amounts shall be payable only pursuant to Section 5.01. None of the DepositorSeller, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller Depositor or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to their respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that the DepositorSeller, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller Depositor or the Special Servicer may in its discretion with the consent of the Insurer (which consent shall not be unreasonably withheld) undertake any such action that which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the TrusteeClass A Noteholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Administrator and the Certificateholders hereunder; provided, however, that in the event the related Servicer agrees, at the request shall be entitled to be reimbursed therefor only pursuant to Section 5.01. The Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the SellerServicer pursuant to Section 6.04 or 7.01 below with respect to any losses, to act on behalf of the Seller in any dispute expenses, costs or litigation that is not incidental liabilities arising prior to such Servicer’s duties hereunder and resignation or termination (or arising from events that relates occurred prior to the origination of a Mortgage Loan, the Seller shall pay all expenses associated with the management and defense of such claim. Anything in this Agreement to the contrary notwithstanding, in no event shall the Master Servicer, the Back-Up Servicer, any Servicer resignation or the Special Servicer be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profitstermination), even if the Master Servicer, the Back-Up Servicer, the related Servicer or the Special Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action.

Limitation on Liability of the Seller. the DepositorTHE GUARANTOR, the Master Servicer, the Back-Up Servicer, the Servicers, the Special Servicer and OthersTHE MASTER SERVICER AND OTHERS. None of the DepositorSeller, the Guarantor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller, the Special Servicer, nor Servicer or any of the directors, officers, employees or agents of the DepositorSeller, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller Guarantor or the Special 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 DepositorSeller, the Guarantor, the Master Servicer, the Back-Up Servicer, Servicer or any Servicer, the Seller or the Special Servicer such Person against any breach of representations or warranties made by it herein or protect the DepositorSeller, the Guarantor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer or any such director, officer, employee or agent 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 DepositorSeller, the Guarantor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller and the Special Servicer and any director, officer, employee or agent of the DepositorSeller, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller Guarantor or the Special 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 DepositorSeller, the Guarantor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller and the Special Servicer and any director, officer, employee or agent of the DepositorSeller, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller Guarantor or the Special 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 DepositorSeller, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller Guarantor or the Special Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to their 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 DepositorSeller, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller Guarantor or the Special 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, the Trust Administrator Trustee and the Certificateholders hereunder; provided. In such event, howeverthe legal expenses and costs of such action and any liability resulting therefrom shall be, that in expenses, costs and liabilities of the event the related Servicer agreesTrust Fund, at the request of and the Seller, the Guarantor and the Master Servicer shall be entitled to act on behalf be reimbursed therefor out of the Seller in any dispute or litigation that is not incidental to such Servicer’s duties hereunder Protected Account as provided by Section 4.02 and that relates to the origination of a Mortgage Loan, the Seller shall pay all expenses associated with the management and defense of such claim. Anything in this Agreement to the contrary notwithstanding, in no event shall the Master Servicer, the Back-Up Servicer, any Servicer or the Special Servicer be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Master Servicer, the Back-Up Servicer, the related Servicer or the Special Servicer has been advised out of the likelihood of such loss or damage and regardless of the form of actionDistribution Account as provided in Section 4.05 hereof.

Limitation on Liability of the Seller. the Depositor, the Master Servicer, the Back-Up Servicer, the Servicers, the Special Servicer and ------------------------------------------------------- Others. None of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, ------ Neither the Seller, the Special Servicer, any Sub-Servicer nor any of the directors, officers, employees or agents of the DepositorSeller, the Master Servicer, the Back-Up Servicer, Servicer or any Servicer, the Seller or the Special 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, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer against any breach of representations or warranties made by it herein or protect the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer or any such director, officer, employee or agent 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 DepositorSeller, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller and the Special Sub-Servicer and any director, officer, employee or agent of the DepositorSeller, the Master Servicer, the BackServicer or any Sub-Up Servicer, any Servicer, the Seller or the 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 DepositorSeller, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller and the Special Sub-Servicer and any director, officer, employee or agent of the DepositorSeller, the Master Servicer, the BackServicer or any Sub-Up Servicer, any Servicer, the Seller or the Special Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense 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 DepositorSeller, the Master Servicer, the BackServicer nor any Sub-Up Servicer, any Servicer, the Seller or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to their respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that either the DepositorSeller, the Master Servicer, the BackServicer or any Sub-Up Servicer, any Servicer, the Seller or the 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, the Trust Administrator Trustee and the Certificateholders hereunder; provided, however, that in the event the related Servicer agrees, at the request of the Seller, to act on behalf of the Seller in any dispute or litigation that is not incidental to such Servicer’s duties hereunder and that relates to the origination of a Mortgage Loan, the Seller shall pay all expenses associated with the management and defense of such claim. Anything in this Agreement to the contrary notwithstanding, in no event shall the Master Servicer, the Back-Up Servicer, any Servicer or the Special Servicer be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Master Servicer, the Back-Up Servicer, the related Servicer or the Special Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action.84

Limitation on Liability of the Seller. the Depositor, the Master Servicer, the Back-Up Servicer, the Servicers, the Special Servicer and Others. None of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller, the Special Servicer, Servicer nor any of the directors, officers, employees or agents of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the 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 Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer against any breach of representations or warranties made by it herein or protect the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer or any such 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 Master Servicer, the Back-Up Servicer, any Servicer, the Seller and the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the 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 Master Servicer, the Back-Up Servicer, any Servicer, the Seller and the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense 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 Back-Up Servicer, any Servicer, the Seller or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to their respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the 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, the Trust Administrator and the Certificateholders hereunder; provided, however, that in the event the related Servicer agrees, at the request of the Seller, to act on behalf of the Seller in any dispute or litigation that is not incidental to such Servicer’s duties hereunder and that relates to the origination of a Mortgage Loan, the Seller shall pay all expenses associated with the management and defense of such claim. Anything in this Agreement to the contrary notwithstanding, in no event shall the Master Servicer, the Back-Up Servicer, Servicer or any Servicer or the Special Servicer be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Master Servicer, Servicer or the Back-Up Servicer, the related Servicer or the Special Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action.