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

Limitation on Liability of the Servicer. None of the Servicer or any of the directors, officers, employees or agents of the 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 Servicer or any such Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Servicer and any director, officer, employee or agent of 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, officer, employee or agent of the Servicer shall be indemnified by the Trust Estate and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific BANA Mortgage Loan or BANA 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. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate, and the Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the BANA Mortgage Loans on deposit in the BANA Custodial Account as provided by Section 2.10.

Limitation on Liability of the Servicer. None of Neither the Servicer or nor any of the its directors, officers, employees or agents of the 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 Servicer or any such Person against any breach of representations or warranties or representations made by it herein or protect the Servicer or any such Person from any liability which would otherwise be imposed by reason reasons of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Servicer and any director, officer, employee or agent of 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, officer, employee or agent of the Servicer shall be indemnified by the Trust Estate 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 CertificatesCertificates or any other unanticipated or extraordinary expense, other than any loss, liability or expense related to any specific BANA Mortgage Loan or BANA 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. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its respective duties under this Agreement hereunder and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which that it may deem necessary or desirable in respect to 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 EstateFund, and the Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the BANA Mortgage Loans on deposit in the BANA Custodial Account as provided by Section 2.10Account.

Limitation on Liability of the Servicer. None of (a) Neither the Servicer or nor any of the its directors, managers, members, officers, employees or agents of the Servicer shall be under any liability to the Trust Estate Guarantor, the Obligors, the Indenture Trustee or the Certificateholders Noteholders 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 Servicer or any such other Person against liability for any breach of warranties a representation, warranty or representations covenant made herein herein, or against any expense or liability specifically required to be borne thereby without right of reimbursement pursuant to the terms hereof, or against any liability which that would otherwise be imposed by reason of willful misfeasancefraud, bad faith faith, negligence or gross negligence willful misconduct in the performance of obligations or duties hereunder, or by reason of reckless negligent disregard of such obligations and duties hereunderduties. The Servicer and any directorof its directors, officerofficers, employee managers, members, employees or agent of Servicer agents 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 Servicer and any directorof its directors, officerofficers, employee managers, members, employees or agent of the Servicer agents shall be indemnified by the Trust Estate and held harmless by the Issuer out of funds on deposit in the Collection Account against any loss, liability liability, cost, claim or expense (including costs and expenses of litigation and of investigation, reasonable counsel’s fees, damages, judgments and amounts paid in settlement) arising out of or incurred in connection with this Agreement, the Notes, the other Transaction Documents or any legal action relating to this Agreement or of the CertificatesTenant Site Assets, other than any such loss, liability liability, cost, claim or expense related expense: (i) specifically required to any specific BANA Mortgage Loan be borne by the indemnified party pursuant to the terms hereof or BANA Mortgage Loans otherwise incidental to the performance of obligations and duties under this Agreement, including, in the case of the Servicer, the prosecution of an enforcement action in respect of the Notes (except as any such loss, liability or expense shall will be otherwise reimbursable pursuant to this Agreement); (ii) that constitutes an Advance and is otherwise reimbursable pursuant to this Agreement (provided that this clause (ii) is not intended to limit the Servicer’s right of recovery of liabilities and expenses incurred as a result of being the defendant or participating in legal action or claims relating to this Agreement); or (iii) 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 willful misfeasance(B) fraud, bad faith faith, negligence or gross negligence willful misconduct in the performance of obligations or duties hereunder by such party, or by reason of reckless disregard of such obligations and duties hereunderor duties, or any willful or negligent violation of applicable law. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which unless such action is not incidental related to its respective duties under this Agreement and which and, except in the case of a legal action contemplated by Section 2.13, that, in its opinion may opinion, does not involve it in any ultimate expense or liability; provided, however, that the Servicer may may, in its discretion discretion, undertake any such action which it may reasonably deem necessary or desirable in with respect to this Agreement and the enforcement or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunderNoteholders hereunder or under the other Transaction Documents. 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 Estate, Obligors and the Servicer shall be entitled to the direct payment of such expense, or to be reimbursed therefor out therefor, from the Collection Account in accordance with the Transaction Documents. The Servicer may consult with counsel, and any written advice or Opinion of amounts attributable Counsel, provided that such counsel is selected in accordance with the standard of care set forth in this Section 4.03(a), shall be full and complete authorization and protection with respect to the BANA Mortgage Loans on deposit any action taken or suffered or omitted by it hereunder in the BANA Custodial Account as provided by Section 2.10good faith and in accordance with such advice or Opinion of Counsel.

Limitation on Liability of the Servicer. None of Neither the Servicer or nor any of the its directors, officers, employees or agents of the 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; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any such Person against any breach of representations or warranties or representations made by it herein or protect the Servicer or any such Person from any liability which would otherwise be imposed by reason reasons of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Servicer and any director, officer, employee or agent of 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, officer, employee or agent of the Servicer shall be indemnified by the Trust Estate 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 CertificatesCertificates or any other unanticipated or extraordinary expense, other than any loss, liability or expense related to any specific BANA Mortgage Loan or BANA 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. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its respective duties under this Agreement hereunder and which in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Servicer may in its discretion undertake any such action which that it may deem necessary or desirable in respect to 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 EstateFund, and the Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the BANA Mortgage Loans on deposit in the BANA Custodial Account as provided by Section 2.10Account.

Limitation on Liability of the Servicer. None of Neither the Servicer or nor any of the its directors, officers, employees or agents of the 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 Servicer or any such Person against any breach of representations or warranties or representations made by it herein or protect the Servicer or any such Person from any liability which would otherwise be imposed by reason reasons of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Servicer and any director, officer, employee or agent of 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, officer, employee or agent of the Servicer shall be indemnified by the Trust Estate Issuing Entity 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 CertificatesCertificates or any other unanticipated or extraordinary expense, other than any loss, liability or expense related to any specific BANA Mortgage Loan or BANA 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. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its respective duties under this Agreement hereunder and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which that it may deem necessary or desirable in respect to 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 EstateIssuing Entity, and the Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the BANA Mortgage Loans on deposit in the BANA Custodial Account as provided by Section 2.10Collection Account.

Limitation on Liability of the Servicer. None of Neither the Servicer or Company nor any of the its directors, officers, employees or agents of the 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 Servicer Company or any such Person against any breach of representations or warranties or representations made by it herein or protect the Company or any such Person from any liability which would otherwise be imposed by reason reasons of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Servicer and any director, officer, employee or agent of 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 Company and any director, officer, employee or agent of the Servicer Company shall be indemnified by the Trust Estate Issuing Entity 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 CertificatesCertificates or any other unanticipated or extraordinary expense, other than any loss, liability or expense related to any specific BANA Mortgage Loan or BANA Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense 100 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. The Servicer Company shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its respective duties under this Agreement hereunder and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer Company may in its discretion undertake any such action which that it may deem necessary or desirable in respect to 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 EstateIssuing Entity, and the Servicer Company shall be entitled to be reimbursed therefor out of amounts attributable to the BANA Mortgage Loans on deposit in the BANA Custodial Account as provided by Section 2.10Collection Account.

Limitation on Liability of the Servicer. None of (a) Neither the Servicer or nor any of the its directors, managers, members, officers, employees or agents of the Servicer shall be under any liability to the Trust Estate Estate, the Indenture Trustee or the Certificateholders Noteholders 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 Servicer or any such other Person against liability for any breach of warranties a representation, warranty or representations covenant made herein herein, or against any expense or liability specifically required to be borne thereby without right of reimbursement pursuant to the terms hereof, or against any liability which that would otherwise be imposed by reason of fraud, negligence or willful misfeasance, bad faith or gross negligence misconduct in the performance of obligations or duties hereunder, or by reason of reckless negligent disregard of such obligations and duties hereunderduties. The Servicer and any directorof its directors, officerofficers, employee managers, members, employees or agent of Servicer agents 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 Servicer and any directorof its directors, officerofficers, employee managers, members, employees or agent of the Servicer agents shall be indemnified and held harmless by the Trust Estate and held harmless out of funds on deposit in the Collection Account against any loss, liability liability, cost, claim or expense (including costs and expenses of litigation and of investigation, reasonable counsel’s fees, damages, judgments and amounts paid in settlement) arising out of or incurred in connection with this Agreement, the Notes or any legal action relating to this Agreement or of the CertificatesAssets, other than any such loss, liability liability, cost, claim or expense related expense: (i) specifically required to any specific BANA Mortgage Loan be borne thereby pursuant to the terms hereof or BANA Mortgage Loans otherwise incidental to the performance of obligations and duties under this Agreement, including, in the case of the Servicer, the prosecution of an enforcement action in respect of the Collateral (except as any such loss, liability or expense shall will be otherwise reimbursable pursuant to this Agreement); (ii) that constitutes an Advance and is otherwise reimbursable pursuant to this Agreement (provided that this clause(ii) is not intended to limit the Servicer’s right of recovery of liabilities and expenses incurred as a result of being the defendant or participating in legal action relating to this Agreement); or (iii) 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) fraud, negligence or willful misfeasance, bad faith or gross negligence misconduct in the performance of obligations or duties hereunder by such party, or by reason of reckless negligent disregard of such obligations and duties hereunderor duties, or any willful or negligent violation of applicable law. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which unless such action is not incidental related to its respective duties under this Agreement and which and, except in the case of a legal action contemplated by Section 2.14, in its opinion may does not involve it in any ultimate expense or liability; provided, however, that the Servicer may may, in its discretion discretion, undertake any such action which it may reasonably deem necessary or desirable in with respect to this Agreement and the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunderNoteholders hereunder or under the other Transaction Documents. 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 Estate, Estate and the Servicer shall be entitled to the direct payment of such expense, or to be reimbursed therefor out therefor, from the Collection Account in accordance with the Transaction Documents. The Servicer may consult with counsel, and any written advice or Opinion of amounts attributable Counsel, provided that such counsel is selected in accordance with the standard of care set forth in this Section 4.03 shall be full and complete authorization and protection with respect to the BANA Mortgage Loans on deposit any action taken or suffered or omitted by it hereunder in the BANA Custodial Account as provided by Section 2.10good faith and in accordance with such advice or Opinion of Counsel.

Limitation on Liability of the Servicer. None of and ------------------------------------------- Others. Neither the Servicer or any subservicer appointed by it, nor any of the ------ their respective partners, directors, officers, employees or agents of the Servicer agents, 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 Servicer Servicer, any subservicer or any such Person person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of his or its duties or by reason of reckless disregard of his or its obligations and duties hereunder. The Servicer Servicer, any subservicer, and any directorof their respective partners, officerdirectors, employee officers, employees or agent of Servicer agents, 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, each subservicer, and any directoreach of their respective partners, officerdirectors, employee officers, employees or agent of the Servicer agents, shall be indemnified by the Trust Estate and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific BANA Mortgage Loan or BANA 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 his or its duties hereunder or by reason of reckless disregard of his or its obligations and duties hereunder. The Neither the Servicer nor any subservicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which that in its opinion may involve it in any expense or liability; provided, however, -------- ------- that the Servicer or any subservicer may in its discretion undertake any such action which it may deem necessary or desirable in respect to of this Agreement and the rights and duties of the parties hereto and the interests interest of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate, and the Servicer or such subservicer shall be entitled to be reimbursed therefor out of amounts attributable the Servicer Custodial Account pursuant to Section 3.03 or out of the BANA Mortgage Loans on deposit in the BANA Custodial Certificate Account as provided by Section 2.103.05, and such amounts shall, on the following Distribution Date or Distribution Dates, be allocated in reduction of distributions on the Classes of Class A Certificates and the Classes of Class B Certificates in the same manner as Realized Losses are allocated pursuant to Section 4.02(a).

Limitation on Liability of the Servicer. None of Neither the Servicer or Company nor any of the its directors, officers, employees or agents of the 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 Servicer Company or any such Person against any breach of representations or warranties or representations made by it herein or protect the Company or any such Person from any liability which would otherwise be imposed by reason reasons of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations 101 and duties hereunder. The Servicer and any director, officer, employee or agent of 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 Company and any director, officer, employee or agent of the Servicer Company shall be indemnified by the Trust Estate Issuing Entity 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 CertificatesCertificates or any other unanticipated or extraordinary expense, other than any loss, liability or expense related to any specific BANA Mortgage Loan or BANA 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. The Servicer Company shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its respective duties under this Agreement hereunder and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer Company may in its discretion undertake any such action which that it may deem necessary or desirable in respect to 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 EstateIssuing Entity, and the Servicer Company shall be entitled to be reimbursed therefor out of amounts attributable to the BANA Mortgage Loans on deposit in the BANA Custodial Account as provided by Section 2.10Account.

Limitation on Liability of the Servicer. None of (a) Neither the Servicer or nor any of the its directors, managers, members, officers, employees or agents of (collectively, the “Servicer Indemnified Parties”) shall be under any liability to the Trust Estate Issuers, the Guarantor, the Manager, the Indenture Trustee or the Certificateholders Noteholders 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 Servicer or any such Person Indemnified Parties against liability for any breach of warranties a representation, warranty or representations covenant made herein herein, or against any expense or liability specifically required to be borne thereby without right of reimbursement pursuant to the terms hereof, or against any liability which that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or gross negligence in the performance of obligations or duties hereunder or by reason of reckless negligent disregard of such obligations and duties hereunderor duties. The Servicer and any director, officer, employee or agent of Servicer Indemnified Parties may rely in good faith on any document of any kind fund which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer Indemnified Parties shall be indemnified by the Trust Estate and held harmless by the Issuers out of funds on deposit in the Central Account against any loss, liability liability, cost, claim or expense (including costs and expenses of litigation and of investigation, reasonable counsel’s fees, damages, judgments and amounts paid in settlement) arising out of or incurred in connection with any legal action relating that relates to this Agreement Agreement, any other Transaction Documents, the Notes, or any of the CertificatesAssets, other than any loss, liability or expense related to any specific BANA Mortgage Loan or BANA Mortgage Loans (except as any such loss, liability liability, cost, claim or expense shall expense: (i) specifically required to be borne thereby pursuant to the terms hereof or otherwise incidental to the performance of obligations and duties under this Agreement; (ii) that constitutes an Advance and is otherwise reimbursable pursuant to this Agreement or any other Transaction Documents (provided that this clause (ii) is not intended to limit the Servicer’s right of recovery of liabilities and expenses incurred as a result of being the defendant, or participating in a proceeding to which another indemnified party under this Section 4.03 is a defendant, in legal action relating to this Agreement); or (iii) and that was incurred in connection with claims against such party resulting from (A) any lossbreach of a representation, liability warranty or expense incurred covenant made herein by reason of such party or (B) willful misfeasancemisconduct, bad faith or gross negligence in the performance of obligations or duties hereunder or by reason of reckless negligent disregard of such obligations and or duties hereunderor any willful or negligent violation of applicable law. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which unless such action is not incidental related to its respective duties under this Agreement and which and, except in the case of a legal action contemplated by Section 2.14, in its opinion may does not involve it in any ultimate expense or liability; provided, however, that the Servicer may may, in its discretion discretion, undertake any such action which it may reasonably deem necessary or desirable in with respect to this Agreement and the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunderNoteholders hereunder or under the other Transaction Documents. 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 Estate, Issuers and the Servicer shall be entitled to the direct payment of such expense, or to be reimbursed therefor out therefor, from the Central Account in accordance with the Transaction Documents. The Servicer may consult with counsel, and any written advice or Opinion of amounts attributable Counsel shall be full and complete authorization and protection with respect to the BANA Mortgage Loans on deposit any action taken or suffered or omitted by it hereunder in the BANA Custodial Account as good faith and in accordance with such advice or Opinion of Counsel; provided by Section 2.10that such counsel is selected in good faith.

Limitation on Liability of the Servicer. None of Neither the Servicer or nor any of the its directors, officers, employees or agents of the 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 Servicer or any such Person against any breach of 102 representations or warranties or representations made by it herein or protect the Servicer or any such Person from any liability which would otherwise be imposed by reason reasons of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Servicer and any director, officer, employee or agent of 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, officer, employee or agent of the Servicer shall be indemnified by the Trust Estate Issuing Entity 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 CertificatesCertificates or any other unanticipated or extraordinary expense, other than any loss, liability or expense related to any specific BANA Mortgage Loan or BANA 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. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its respective duties under this Agreement hereunder and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which that it may deem necessary or desirable in respect to 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 EstateIssuing Entity, and the Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the BANA Mortgage Loans on deposit in the BANA Custodial Account as provided by Section 2.10Collection Account.

Limitation on Liability of the Servicer. None of Neither the Servicer or nor any of the its directors, officers, employees or agents of the 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 Servicer or any such Person against any breach of representations or warranties or representations made by it herein or protect the Servicer or any such Person from any liability which would otherwise be imposed by reason reasons of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Servicer and any director, officer, employee or agent of 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, officer, employee or agent of the Servicer shall be indemnified by the Trust Estate 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 CertificatesCertificates or any other unanticipated or extraordinary expense, other than any loss, liability or expense related to any specific BANA Mortgage Loan or BANA 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. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its respective duties under this Agreement hereunder and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which that it may deem necessary or desirable in respect to 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 EstateFund, and the Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the BANA Mortgage Loans on deposit in the BANA Custodial Account as provided by Section 2.10Collection Account.