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

Limitation on Liability of the Servicer, the Master Servicer and Others. Neither the Master Servicer, the Servicer nor any of the directors or officers or employees or agents of the Master Servicer or the Servicer shall be under any liability to the Trust or the Noteholders for any action taken or for refraining from the taking of any action by the Servicer or the Master Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in the performance of duties of the Master Servicer or the Servicer or by reason of its reckless disregard of its obligations and duties of the Master Servicer or the Servicer hereunder. The Master Servicer or the Servicer and any director or officer or employee or agent of the Master Servicer or the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Notes, 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 Servicer) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder. The Master Servicer shall be indemnified by the Issuer pursuant to Section 6.07 of the Indenture. The Master Servicer or the Servicer shall be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties hereunder and that in its opinion, may involve it in any expense or liability; provided, however, that the Servicer and the Master Servicer may undertake any such action which 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 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. The Servicer’s right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). The Master Servicer’s right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 4.15 or 6.03 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer, the Master Servicer and Others. Neither the Master Servicer, the Master Servicer nor any of the directors or officers or employees or agents of the Master Servicer or the Master Servicer shall be under any liability to the Trust or the Noteholders Certificateholders for any action taken or for refraining from the taking of any action by the Servicer or the Master Servicer Servicer, as applicable, in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer or the Master Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in the performance of duties of the Master Servicer or the Servicer Master Servicer, as applicable, or by reason of its reckless disregard of its obligations and duties of the Master Servicer or the Master Servicer hereunder; PROVIDED, FURTHER, that this provision shall not be construed to entitle the Servicer to indemnity in the event that amounts advanced by the Servicer to retire any senior lien exceed Net Liquidation Proceeds realized with respect to the related Mortgage Loan. The Servicer, the Master Servicer or the Servicer and any director or officer or employee or agent of the Servicer and the Master Servicer or the 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 Servicer and the Master Servicer and any director or officer or employee or agent of the Servicer and the Master Servicer shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the NotesCertificates, 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 ServicerAgreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder. The Neither the Servicer nor the Master Servicer shall be indemnified by the Issuer pursuant to Section 6.07 of the Indenture. The Master Servicer or the Servicer shall be under no any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties hereunder and that in its opinion, may involve it in any expense or liability; provided, however, that the Servicer and the Master Servicer may undertake any such action which it they may deem necessary or desirable in respect of this Agreement, and the rights and duties of the parties hereto and the interests of the Noteholders Certificateholders 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. The Servicer’s 's and the Master Servicer's right to indemnity or reimbursement pursuant to this Section 5.03 7.03 shall survive any resignation or termination of the Servicer or the Master Servicer, as applicable, pursuant to Section 5.04 7.04 or 6.01 8.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). The Master Servicer’s right This paragraph shall apply to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Master Servicer pursuant solely in its capacity as Master Servicer hereunder and to Section 4.15 or 6.03 with respect to any lossesthe Servicer solely in its capacity as Servicer hereunder and, expensesin each case, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination)in no other capacities.

Limitation on Liability of the Servicer, the Master Servicer and Others. Neither None of the Master Servicer, the Master Servicer or the Depositor nor any of the directors or officers or employees or agents of the Servicer, the Master Servicer or the Servicer Depositor shall be under any liability to the Trust or the Noteholders Certificateholders for any action taken or for refraining from the taking of any action by the Servicer, the Master Servicer or the Master Servicer Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Master Servicer or Servicer, the Servicer Depositor or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in the performance of duties of the Servicer, the Master Servicer or the Servicer Depositor, as the case may be, or by reason of its reckless disregard of its the obligations and duties of the Servicer, the Master Servicer or the Depositor, as the case may be, hereunder; provided, further, that this provision shall not be construed to entitle the Servicer hereunderto indemnity in the event that amounts advanced by the Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The Master Servicer or the Master Servicer and any director or officer or employee or agent of the Master Servicer or the Servicer either of them 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 Servicer Servicer, the Master Servicer, the Depositor, and any director or officer or employee or agent of the Servicer any of them, shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the NotesCertificates, 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 ServicerAgreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder. The Master Servicer shall be indemnified by Servicer, the Issuer pursuant to Section 6.07 of the Indenture. The Master Servicer or the Servicer shall be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties hereunder and that in its opinion, may involve it in any expense or liability; provided, however, that the Servicer and the Master Servicer Depositor may undertake any such action which 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 Noteholders Certificateholders hereunder. In such event, unless the Depositor, the Servicer or the Master Servicer acts without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the TrustTrust and each of the Servicer, the Master Servicer and the Depositor shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Each of the Servicer’s 's and the Master Servicer's right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Servicer or the Master Servicer pursuant to Section 5.04 6.04, 7.04 or 6.01 7.05 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). The Master Servicer’s right This paragraph shall apply to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Servicer and Master Servicer pursuant to Section 4.15 or 6.03 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination)solely in their capacities as Servicer and Master Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer, the Master Servicer and Others. Neither the Master Servicer, the Servicer or the Depositor nor any of the directors or officers or employees or agents of the Master Servicer, the Servicer or the Servicer Depositor shall be under any liability to the Trust or the Noteholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer, the Servicer or the Master Servicer Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or Servicer, the Servicer Servicer, the Depositor or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in the performance of duties of the Master Servicer, the Servicer or the Servicer Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties of the Master Servicer, the Servicer or the Depositor, as the case may be, hereunder; provided, further, that this provision shall not be construed to entitle the Master Servicer hereunderand the Servicer to indemnity in the event that amounts advanced by the Master Servicer and the Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The Master Servicer or and the Servicer and any director or officer or employee or agent of the Master Servicer or and the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and the Servicer and the Depositor, and any director or officer or employee or agent of the Master Servicer and the Servicer or the Depositor, shall be indemnified by the Trust and held harmless against (i) any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the NotesCertificates, 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 ServicerAgreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunderhereunder or (ii) any breach of a representation or warranty by either Originator regarding the Mortgage Loans. The Master Servicer shall be indemnified by Servicer, the Issuer pursuant to Section 6.07 of the Indenture. The Master Servicer or the Servicer shall be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties hereunder and that in its opinion, may involve it in any expense or liability; provided, however, that the Servicer and the Master Servicer Depositor may undertake any such action which 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 Noteholders Certificateholders 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 TrustTrust and the Depositor, the Master Servicer, or the Servicer shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Master Servicer’s and the Servicer’s right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Master Servicer and the Servicer pursuant to Section 5.04 6.04 or 6.01 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). The Master Servicer’s right This paragraph shall apply to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 4.15 or 6.03 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination)and the Servicer solely in their capacity as Master Servicer and Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer, the Master Servicer and Others. Neither the Master Servicer, the Master Servicer or the Depositor nor any of the directors or officers or employees or agents of the Servicer, the Master Servicer or the Servicer Depositor shall be under any liability to the Trust or the Noteholders Certificateholders for any action taken or for refraining from the taking of any action by the Servicer, the Master Servicer or the Master Servicer Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Master Servicer or Servicer, the Servicer Depositor or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer, the Master Servicer or the Servicer Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties of the Servicer, the Master Servicer or the Servicer Depositor, as the case may be, hereunder. The Master ; provided, further, that this provision shall not be construed to entitle the Servicer or the Master Servicer to indemnity in the event that amounts advanced by the Servicer or the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The preceding sentence shall not limit the obligations of the Servicer or the Master Servicer pursuant to Section 8.05. The Servicer or Master Servicer and any director or officer or employee or agent of the Master 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 Servicer, the Master Servicer and the Depositor, and any director or officer or employee or agent of the Servicer, the Master Servicer or the Depositor, shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the NotesCertificates, 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 ServicerAgreement) 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. The Master Servicer shall be indemnified by Servicer, the Issuer pursuant to Section 6.07 of the Indenture. The Master Servicer or the Servicer shall be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties hereunder and that in its opinion, may involve it in any expense or liability; provided, however, that the Servicer and the Master Servicer Depositor may undertake any such action which 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 Noteholders Certificateholders and the Certificate Insurer hereunder. In such event, unless the Depositor, the Master Servicer or the Servicer acts without the consent of the Certificate Insurer prior to a Certificate Insurer Default or without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the TrustTrust and the Servicer or the Master Servicer shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Master Servicer’s and the Servicer’s right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Servicer or the Master Servicer pursuant to Section 5.04 6.04 or 6.01 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). The This paragraph shall apply to the Servicer and the Master Servicer solely in their capacity as Servicer or the Master Servicer’s right , as applicable, hereunder and in no other capacities. Without limiting the foregoing, the Servicer and the Master Servicer shall undertake to indemnity defend any claims against the Trust Fund, the Trustee and/or itself initiated by a Borrower or reimbursement pursuant otherwise related to the servicing of any Mortgage Loan. The Servicer (except the Master Servicer if it is required to succeed the Servicer hereunder) indemnifies and holds the Trustee, the Depositor, the Master Servicer, the Trust Administrator, the Certificate Insurer and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor, the Master Servicer, the Trust Administrator, the Certificate Insurer and any Certificateholder may sustain in any way related to the failure of the Servicer or the Master Servicer, as applicable, to perform its duties and service the Mortgage Loans in compliance with the terms of this Section 5.03 Agreement. The Servicer and the Master Servicer shall survive immediately notify the Trustee, the Depositor, the Master Servicer, the Trust Administrator, the Certificate Insurer and each Certificateholder if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any resignation other costs, fees and expenses, and the Servicer or termination the Master Servicer, as applicable, shall assume (with the consent of the Master Servicer pursuant in the case of the Servicer) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Trustee, the Depositor, the Master Servicer, the Trust Administrator, the Certificate Insurer and/or Certificateholder in respect of such claim. Notwithstanding anything to Section 4.15 the contrary contained herein, the Servicer or 6.03 the Master Servicer, as the case may be, shall not settle any claim involving the Trustee without the Trustee’s prior written consent (such consent not to be unreasonably withheld) unless such settlement involves a complete and absolute release of the Trustee from any and all liability in connection with respect to any losses, expenses, costs or liabilities arising prior to such resignation or claim. The provisions of this paragraph shall survive the termination (or arising from events that occurred prior to such resignation or termination)of this Agreement and the payment of the outstanding Certificates.

Limitation on Liability of the Servicer, the Master Servicer and Others. Neither the Master Servicer, the Servicer nor any of the directors or officers or employees or agents of the Master Servicer or the Servicer shall be under any liability to the Trust or the Noteholders for any action taken or for refraining from the taking of any action by the Servicer or the Master Servicer in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer or the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in the performance of duties of the Master Servicer or the Servicer or by reason of its reckless disregard of its obligations and duties of the Master Servicer or the Servicer hereunder. The Master Servicer or the Servicer and any director or officer or employee or agent of the Master Servicer or the 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 Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Notes, 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 Servicer) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder. The Master Servicer shall be indemnified by the Issuer pursuant to Section 6.07 of the Indenture. The Master Servicer or the Servicer shall be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties hereunder and that in its opinion, may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Servicer and the Master Servicer may undertake any such action which 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 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. The Servicer’s 's right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). The Master Servicer’s 's right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 4.15 or 6.03 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer, the Master Servicer and Others. Neither None of the Master Servicer, the Master Servicer or the Depositor nor any of the directors or officers or employees or agents of the Servicer, the Master Servicer or the Servicer Depositor shall be under any liability to the Trust or the Noteholders Certificateholders for any action taken or for refraining from the taking of any action by the Servicer, the Master Servicer or the Master Servicer Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect 125 the Servicer, the Master Servicer or Servicer, the Servicer Depositor or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in the performance of duties of the Servicer, the Master Servicer or the Servicer Depositor, as the case may be, or by reason of its reckless disregard of its the obligations and duties of the Servicer, the Master Servicer or the Depositor, as the case may be, hereunder; provided, further, that this provision shall not be construed to entitle the Servicer hereunderto indemnity in the event that amounts advanced by the Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The Master Servicer or the Master Servicer and any director or officer or employee or agent of the Master Servicer or the Servicer either of them 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 Servicer Servicer, the Master Servicer, the Depositor, and any director or officer or employee or agent of the Servicer any of them, shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the NotesCertificates, 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 ServicerAgreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder. The Master Servicer shall be indemnified by Servicer, the Issuer pursuant to Section 6.07 of the Indenture. The Master Servicer or the Servicer shall be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties hereunder and that in its opinion, may involve it in any expense or liability; provided, however, that the Servicer and the Master Servicer Depositor may undertake any such action which 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 Noteholders Certificateholders hereunder. In such event, unless the Depositor, the Servicer or the Master Servicer acts without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the TrustTrust and each of the Servicer, the Master Servicer and the Depositor shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Each of the Servicer’s 's and the Master Servicer's right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Servicer or the Master Servicer pursuant to Section 5.04 6.04, 7.04 or 6.01 7.05 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). The Master Servicer’s right This paragraph shall apply to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Servicer and Master Servicer pursuant to Section 4.15 or 6.03 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination)solely in their capacities as Servicer and Master Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer, the Master Servicer and Others. Neither the Master Servicer, the Servicer nor any of the directors or officers or employees or agents of the Master Servicer or the Servicer shall be under any liability to the Trust or the Noteholders for any action taken or for refraining from the taking of any action by the Servicer or the Master Servicer in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer or the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in the performance of duties of the Master Servicer or the Servicer or by reason of its reckless disregard of its obligations and duties of the Master Servicer or the Servicer hereunder. The Master Servicer or the Servicer and any director or officer or employee or agent of the Master Servicer or the 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 Servicer and any director or officer or employee or agent of the Servicer shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Notes, 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 Servicer) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder. The Master Servicer shall be indemnified by the Issuer pursuant to Section 6.07 of the Indenture. The Master Servicer or the Servicer shall be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties hereunder and that in its opinion, may involve it in any expense or liability; provided, however, that the Servicer and the Master Servicer may undertake any such action which 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 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. The Servicer’s 's right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). The Master Servicer’s 's right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 4.15 or 6.03 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).