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

Limitation on Liability of the Servicers and Others. Neither of the Servicers nor any of the directors or officers or employees or agents of the Servicers 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 a Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect a 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 such Servicer or by reason of its reckless disregard of its obligations and duties of such Servicer hereunder. Each Servicer and any director or officer or employee or agent of such 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. Each Servicer and any director or officer or employee or agent of such 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 Certificates, other than 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. Each 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 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 and each Servicer shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor pursuant to Section 3.05 upon presentation to the Trustee of documentation of such expenses, costs and liabilities. Each Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of such Servicer pursuant to Section 6.04 or 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). This paragraph shall apply to each Servicer solely in its capacity as a Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicers and Others. Neither of the Servicers nor or any of the directors or officers or directors, officers, employees or agents of the Servicers thereof 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 a Servicer in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and otherwise in good faith pursuant to this Agreement, Agreement or for errors in judgmentjudgment (not constituting negligence or willful misconduct); provided, however, that this provision shall not protect a any Servicer or any such Person Persons of such Servicer against any liability which resulting from any breach of any representation or warranty made herein, or from any liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof; and provided, further, that this provision shall not protect any Servicer or such Persons of such Servicer against any liability that would otherwise be imposed by reason of its the willful misfeasance, bad faith or negligence in the performance of duties of such Servicer or by reason of its reckless negligent disregard of its the obligations and or duties of such Servicer hereunder. Each Servicer and any director or officer or director, officer, employee or agent of such Servicer thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any appropriate Person respecting any matters arising hereunder. Each No Servicer and shall, as applicable, be under any director obligation to appear in, prosecute or officer or employee or agent of such Servicer shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with defend any legal action relating that is not incidental to this Agreement or its duties to service the Certificates, other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence Mortgage Loans in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder. Each Servicer may undertake any such action which it may deem necessary or desirable in respect of accordance with this Agreement, and the rights and duties of the parties hereto and the interests of the 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 and each Servicer shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor pursuant to Section 3.05 upon presentation to the Trustee of documentation of such expenses, costs and liabilities. Each Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of such Servicer pursuant to Section 6.04 or 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). This paragraph shall apply to each Servicer solely in its capacity as a Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicers and Others. Neither of the Servicers Servicer[s] nor any of the directors or officers or directors, officers, employees or agents of the Servicers Servicer[s] shall be under any liability to the Trust Master Servicer, the Depositor, the Issuer, the Indenture Trustee or the Certificateholders Securities Administrator for any action taken or for refraining from the taking of any action by a Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect a Servicer the Servicer[s] or any such Person person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties of such Servicer or this Agreement (except to the extent otherwise covered by reason of its reckless disregard of its obligations and duties of such Servicer hereunderSection 4.05(c)). Each Servicer The Servicer[s] and any director or officer or director, officer, employee or agent of such Servicer the Servicer[s] 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. Each Servicer and The Servicer[s] shall not be under any director obligation to appear in, prosecute or officer or employee or agent of such Servicer shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with defend any legal action relating which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Certificates, other than 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. Each [related] Servicer may undertake any such action 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 Certificateholders hereunderhereto. In such event, the [related] Servicer shall be entitled to reimbursement from the Custodial Account for the reasonable legal expenses and costs of such action action. The Servicer[s] and any liability resulting therefrom director, officer, employee or agent of the Servicer[s] shall be expensesindemnified and held harmless by the Trust against any and all Liabilities incurred in connection with any legal action relating to this Agreement or the Notes, costs and liabilities except to the extent such Liabilities resulted from or arose out of the Trust and each Servicer shall be entitled to pay such expenses from negligence, bad faith or willful misfeasance in the proceeds performance of the Trust or to be reimbursed therefor pursuant to Section 3.05 upon presentation to the Trustee of documentation of such expenses, costs and liabilities. Each Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of such Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination [Servicer’s/Servicers’] (or arising from events that occurred prior to such resignation any director, officer, employee or termination). This paragraph shall apply to each Servicer solely in agent of [the/a] Servicer) duties hereunder or by reason of its capacity as a Servicer hereunder reckless disregard of its obligations and in no other capacitiesduties hereunder.

Limitation on Liability of the Servicers and Others. Neither of the Servicers nor any of the directors or officers or directors, officers, employees or agents of the Servicers shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by a Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect a any director, officer, employee or agent of the related Servicer 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 such Servicer or by reason of its reckless disregard of its obligations and duties of such Servicer hereunder. Each Servicer and any director or officer or director, officer, employee or agent of such 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. Each Servicer and any director or officer or director, officer, employee or agent of such 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 expense, in the case of the related Servicer and any director, officer, employee or agent of the related Servicer, 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. Each Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the related Servicer may in its discretion undertake any such action 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 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 Fund, and each the related Servicer shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor pursuant to out of the Custodial Account for P&I as provided by Section 3.05 upon presentation to the Trustee of documentation of such expenses, costs and liabilities. Each Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of such Servicer pursuant to Section 6.04 or 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). This paragraph shall apply to each Servicer solely in its capacity as a Servicer hereunder and in no other capacities3.3.

Limitation on Liability of the Servicers and Others. Neither of the Servicers nor any of the directors or officers or directors, officers, employees or agents of the Servicers thereof 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 a Servicer in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, in good faith pursuant to this Agreement, Agreement or for errors in judgmentjudgment (not constituting negligence or wilful misconduct); provided, however, that -------- ------- this provision shall not protect a any Servicer or any agents of such Person Servicer against any liability which resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on such Servicer herein; and provided, further, that this provision shall not -------- ------- protect any Servicer or agents of such Servicer against any liability that would otherwise be imposed by reason of its the willful misfeasance, bad faith or negligence in the performance of duties of such Servicer or by reason of its reckless disregard of its the obligations and or duties of such Servicer hereunder. Each Servicer and any director or officer or director, officer, employee or agent of such Servicer thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person ----- ----- other Servicer, the Depositor, the Trustee or the Custodian respecting any matters arising hereunder. Each Servicer and any director or officer or employee or agent of such No Servicer shall be indemnified by the Trust and held harmless against under any lossobligation to appear in, liability prosecute or expense incurred in connection with defend any legal action relating that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement or the CertificatesAgreement; provided, other than however, that 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. Each Servicer may undertake any such -------- ------- action which that it may deem necessary or desirable in respect of to this Agreement, Agreement and any Mortgage Loan and the rights and duties of the parties hereto and or the interests interest of the Certificateholders hereunderCertificateholders. 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 Fund, and each such Servicer shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor pursuant to Section 3.05 from the Trust Fund upon presentation to the Trustee of documentation of such expenses, costs and liabilities. Each Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of such Servicer pursuant to Section 6.04 or 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). This paragraph shall apply to each Servicer solely in its capacity as a Servicer hereunder and in no other capacitieswritten demand.

Limitation on Liability of the Servicers and Others. Neither of the Servicers or the Depositor nor any of the directors or officers or employees or agents of the Servicers or the Depositor 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 a Servicer the Servicers or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect a Servicer either 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 such the related Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties of such the related Servicer or the Depositor, as the case may be, hereunder. Each Servicer and any director or officer or employee or agent of such each 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. Each Servicer and the Depositor, and any director or officer or employee or agent of such each Servicer or the Depositor, shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with (i) any legal action relating to this Agreement or the Certificates, other than 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 by reason of its failure to perform its obligations or duties hereunder and (ii) any breach of a representation or warranty regarding the Mortgage Loans. Each Servicer or the 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 Certificateholders hereunder. In such event, unless the Depositor or the related Servicer acts without the consent of the Holders of Certificates entitled to 121 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 Trust and each the related Servicer shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor pursuant to Section 3.05 upon presentation from the related Collection Account as and to the Trustee extent provided in Section 3.11, any such right of documentation reimbursement being prior to the rights of such expenses, costs and liabilitiesthe Certificateholders to receive any amount in the related Collection Account. Each Servicer's The Servicers' right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of such either Servicer pursuant to Section 6.04 or 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). This paragraph shall apply to each either Servicer solely in its capacity as a Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicers and Others. Neither of the Servicers or the Depositor nor any of the directors or officers or employees or agents of the Servicers or the Depositor 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 a Servicer the Servicers or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect a Servicer either 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 such the related Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties of such the related Servicer or the Depositor, as the case may be, hereunder. Each Servicer and any director or officer or employee or agent of such each 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. Each Servicer and the Depositor, and any director or officer or employee or agent of such each Servicer or the Depositor, shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with (i) any legal action relating to this Agreement or the Certificates, other than 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 by reason of its failure to perform its obligations or duties hereunder and (ii) any breach of a representation or warranty regarding the Mortgage Loans. Each Servicer or the Depositor may undertake initiate 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 Certificateholders hereunder. In such event, unless the Depositor or the related 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 Trust and each the related Servicer shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor pursuant to Section 3.05 upon presentation from the related Collection Account as and to the Trustee extent provided in Section 3.11, any such right of documentation reimbursement being prior to the rights of such expenses, costs and liabilitiesthe Certificateholders to receive any amount in the related Collection Account. Each Servicer's The Servicers’ right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of such either Servicer pursuant to Section 6.04 or 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). This paragraph shall apply to each either Servicer solely in its capacity as a Servicer hereunder and in no other capacities. Without limiting the foregoing, each Servicer shall undertake to defend any claims against the Trust Fund, the Trustee and/or itself initiated by a Borrower or otherwise related to the servicing of any Mortgage Loan serviced by it, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the related 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.

Limitation on Liability of the Servicers and Others. Neither of the Servicers nor any of the directors or officers or members, managers, directors, officers, employees or agents of the Servicers thereof nor any general partner thereof 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 a Servicer in accordance with Accepted Master Servicing Practices or Accepted Special Servicing Practices, as applicable, in good faith pursuant to this Agreement, Agreement or for errors in judgmentjudgment (not constituting negligence or willful misconduct); provided, however, that this provision shall not protect a any Servicer or any agents of such Person Servicer against any liability which resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on such Servicer herein; and provided, further, that this provision shall not protect any Servicer or agents of such Servicer against any liability that would otherwise be imposed by reason of its the willful misfeasance, bad faith or negligence in the performance of duties of such Servicer or by reason of its reckless negligent disregard of its the obligations and or duties of such Servicer hereunder. Each Servicer and any director or officer or member, manager, director, officer, employee or agent of such Servicer thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person other Servicer, the Depositor, the Trustee or the Custodian respecting any matters arising hereunder. Each Servicer and any director or officer or employee or agent of such No Servicer shall be indemnified by the Trust and held harmless against under any lossobligation to appear in, liability prosecute or expense incurred in connection with defend any legal action relating that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement or the CertificatesAgreement; provided, other than however, that 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. Each Servicer may undertake any such action which that it may deem necessary or desirable in respect of to this Agreement, Agreement and any Mortgage Loan and the rights and duties of the parties hereto and or the interests interest of the Certificateholders hereunderCertificateholders. 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 Fund, and each such Servicer shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor pursuant to Section 3.05 from the Trust Fund upon presentation to the Trustee of documentation of such expenses, costs and liabilities. Each Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of such Servicer pursuant to Section 6.04 or 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). This paragraph shall apply to each Servicer solely in its capacity as a Servicer hereunder and in no other capacitieswritten demand.

Limitation on Liability of the Servicers and Others. Neither of the Servicers nor any of the directors or officers or directors, officers, employees or agents of the Servicers thereof nor any general partner thereof 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 a Servicer in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, in good faith pursuant to this Agreement, Agreement or for errors in judgmentjudgment (not constituting negligence or wilful misconduct); provided, however, that this provision shall not protect a any Servicer or any -------- ------- agents of such Person Servicer against any liability which resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on such Servicer herein; and provided, further, that this provision shall not protect any -------- ------- Servicer or agents of such Servicer against any liability that would otherwise be imposed by reason of its the willful misfeasance, bad faith or negligence in the performance of duties of such Servicer or by reason of its reckless disregard of its the obligations and or duties of such Servicer hereunder. Each Servicer and any director or officer or director, officer, employee or agent of such Servicer thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person other Servicer, ----- ----- the Depositor, the Trustee or the Custodian respecting any matters arising hereunder. Each Servicer and any director or officer or employee or agent of such No Servicer shall be indemnified by the Trust and held harmless against under any lossobligation to appear in, liability prosecute or expense incurred in connection with defend any legal action relating that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement or the CertificatesAgreement; provided, other than however, that -------- ------- 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. Each Servicer may undertake any such action which that it may deem necessary or desirable in respect of to this Agreement, Agreement and any Mortgage Loan and the rights and duties of the parties hereto and or the interests interest of the Certificateholders hereunderCertificateholders. 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 Fund, and each such Servicer shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor pursuant to Section 3.05 from the Trust Fund upon presentation to the Trustee of documentation of such expenses, costs and liabilities. Each Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of such Servicer pursuant to Section 6.04 or 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). This paragraph shall apply to each Servicer solely in its capacity as a Servicer hereunder and in no other capacitieswritten demand.

Limitation on Liability of the Servicers and Others. Neither None of the Servicers nor Servicers, the Master Servicer, the Depositor or any of the directors or officers or employees or agents of the Servicers such parties 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 a Servicer such parties in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect a Servicer, the Master Servicer or 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 such Servicer party or by reason of its reckless disregard of its obligations and duties of such party hereunder; provided, further, that this provision shall not 178 be construed to entitle a Servicer hereunderto indemnity in the event that amounts advanced by such Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. Each Servicer The Servicers, the Master Servicer, the Depositor and any director or officer or employee or agent of such Servicer party 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. Each of the Servicers, the Master Servicer and the Depositor and any director or officer or employee or agent of such Servicer parties 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 Certificates, other than 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. Each of the Servicers, the Master Servicer and the 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 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 and each Servicer, the Master Servicer and the Depositor shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor pursuant to Section 3.05 3.07 upon presentation to the Trustee Securities Administrator of documentation of such expenses, costs and liabilities. Each Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of such Servicer pursuant to Section 6.04 or 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). This paragraph shall apply to each Servicer solely in its capacity as a Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicers and Others. (a) Neither of the Servicers nor any of the directors or officers or members, managers, directors, officers, employees or agents of the Servicers thereof nor any general partner thereof 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 a Servicer in accordance with Accepted Master Servicing Practices or Accepted Special Servicing Practices, as applicable, in good faith pursuant to this Agreement, Agreement or for errors in judgmentjudgment (not constituting negligence or willful misconduct); provided, however, that this provision shall not protect a any Servicer or any agents of such Person Servicer against any liability which resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on such Servicer herein; and provided, further, that this provision shall not protect any Servicer or agents of such Servicer against any liability that would otherwise be imposed by reason of its the willful misfeasance, bad faith or negligence in the performance of duties of such Servicer or by reason of its reckless disregard of its the obligations and or duties of such Servicer hereunder. Each Servicer and any director or officer or member, manager, director, officer, employee or agent of such Servicer thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person other Servicer, the Depositor, the Trustee or the Custodian respecting any matters arising hereunder. Each Servicer and any director or officer or employee or agent of such No Servicer shall be indemnified by the Trust and held harmless against under any lossobligation to appear in, liability prosecute or expense incurred in connection with defend any legal action relating that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement or the CertificatesAgreement; provided, other than however, that 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. Each Servicer may undertake any such action which that it may deem necessary or desirable in respect of to this Agreement, Agreement and any Mortgage Loan and the rights and duties of the parties hereto and or the interests interest of the Certificateholders hereunderCertificateholders. 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 Fund, and each such Servicer shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor pursuant to Section 3.05 from the Trust Fund upon presentation to the Trustee of documentation of such expenses, costs and liabilities. Each Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of such Servicer pursuant to Section 6.04 or 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). This paragraph shall apply to each Servicer solely in its capacity as a Servicer hereunder and in no other capacitieswritten demand.

Limitation on Liability of the Servicers and Others. Neither of the Servicers nor any of the directors or officers or directors, officers, employees or agents of the Servicers thereof nor any general partner thereof 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 a Servicer in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, in good faith pursuant to this Agreement, Agreement or for errors in judgmentjudgment (not constituting negligence or wilful misconduct); provided, however, that this provision shall not protect a any -------- ------- Servicer or any agents of such Person Servicer against any liability which resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on such Servicer herein; and provided, further, that this provision shall not protect any Servicer or agents of such Servicer against any liability that would otherwise be imposed by reason of its the willful misfeasance, bad faith or negligence in the performance of duties of such Servicer or by reason of its reckless disregard of its the obligations and or duties of such Servicer hereunder. Each Servicer and any director or officer or director, officer, employee or agent of such Servicer thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person other Servicer, the Depositor, the Trustee or the Custodian respecting any matters arising hereunder. Each Servicer and any director or officer or employee or agent of such No Servicer shall be indemnified by the Trust and held harmless against under any lossobligation to appear in, liability prosecute or expense incurred in connection with defend any legal action relating that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement or the CertificatesAgreement; provided, other than however, that 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. Each Servicer may undertake any such action which that it may deem necessary or desirable in respect of to this Agreement, Agreement and any Mortgage Loan and the rights and duties of the parties hereto and or the interests interest of the Certificateholders hereunderCertificateholders. 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 Fund, and each such Servicer shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor pursuant to Section 3.05 from the Trust Fund upon presentation to the Trustee of documentation of such expenses, costs and liabilities. Each Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of such Servicer pursuant to Section 6.04 or 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). This paragraph shall apply to each Servicer solely in its capacity as a Servicer hereunder and in no other capacitieswritten demand.

Limitation on Liability of the Servicers and Others. Neither of the Servicers nor any of the directors or officers or employees or agents of the Servicers 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 a Servicer the Servicers in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect a either Servicer or any such Person against any liability which would otherwise be imposed by reason of its breach of any representation, warranty or covenant hereunder, by reason of its willful misfeasance, bad faith faith, fraud or negligence in the performance of its duties of such as Servicer hereunder or by reason of its reckless disregard of its obligations and duties of such as Servicer hereunder. Each Servicer and any director or officer or employee or agent of such each 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. Each Servicer and any director or officer or employee or agent of such each 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 Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective willful misfeasance, bad faith faith, fraud or negligence negligence, a breach of a representation , warranty or covenant hereunder or a breach of the Servicing Standard in the performance of its duties hereunder or by reason of its reckless negligent disregard of its obligations and or duties hereunder. Each Servicer may undertake any such reasonable 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 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 and each the related Servicer shall be entitled to pay such expenses be reimbursed from the proceeds related Collection Account as and to the extent provided in Section 3.05(vii), any such right of reimbursement being prior to the rights of the Trust or Certificateholders to be reimbursed therefor pursuant to Section 3.05 upon presentation to receive any amount in the Trustee of documentation of such expenses, costs and liabilities. Each Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of such Servicer pursuant to Section 6.04 or 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)related Collection Account. This paragraph shall apply to each Servicer solely in its capacity as a Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicers and Others. Neither of the Servicers Servicer[s] nor any of the directors or officers or directors, officers, employees or agents of the Servicers Servicer[s] shall be under any liability to the Trust Master Servicer, the Depositor, the Trustee or the Certificateholders Securities Administrator for any action taken or for refraining from the taking of any action by a Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect a Servicer the Servicer[s] or any such Person person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties of such Servicer or this Agreement (except to the extent otherwise covered by reason of its reckless disregard of its obligations and duties of such Servicer hereunderSection 4.05(c)). Each Servicer The Servicer[s] and any director or officer or director, officer, employee or agent of such Servicer the Servicer[s] 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. Each Servicer and The Servicer[s] shall not be under any director obligation to appear in, prosecute or officer or employee or agent of such Servicer shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with defend any legal action relating which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Certificates, other than 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. Each Servicer Servicer[s] may undertake any such action 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 Certificateholders hereunderhereto. In such event, the [related] Servicer shall be entitled to reimbursement from the Custodial Account for the reasonable legal expenses and costs of such action action. The Servicer[s] and any liability resulting therefrom director, officer, employee or agent of the Servicer[s] shall be expensesindemnified and held harmless by the Trust Fund against any and all Liabilities incurred in connection with any legal action relating to this Agreement or the Certificates, costs and liabilities except to the extent such Liabilities resulted from or arose out of the Trust and each Servicer shall be entitled to pay such expenses from negligence, bad faith or willful misfeasance in the proceeds performance of the Trust or to be reimbursed therefor pursuant to Section 3.05 upon presentation to the Trustee of documentation of such expenses, costs and liabilities. Each [related] Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of such Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination ’s (or arising from events that occurred prior to such resignation any director, officer, employee or termination). This paragraph shall apply to each Servicer solely in agent of the [related] Servicer) duties hereunder or by reason of its capacity as a Servicer hereunder reckless disregard of its obligations and in no other capacitiesduties hereunder.

Limitation on Liability of the Servicers and Others. Neither of the Servicers nor the Depositor nor any of the directors or officers or employees or agents of the Servicers or the Depositor 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 a Servicer the Servicers or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect a Servicer either 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 such the related Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties of such the related Servicer or the Depositor, as the case may be, hereunder. Each Servicer and any director or officer or employee or agent of such each 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. Each The Servicer and the Depositor, and any director or officer or employee or agent of such the Servicer or the Depositor, shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with (i) any legal action relating to this Agreement or the Certificates, other than 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 its obligations and duties hereunderhereunder or by reason of its failure to perform its obligations or duties hereunder and (ii) any breach of a representation or warranty regarding the Mortgage Loans. Each Servicer or the Depositor may undertake initiate 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 Certificateholders hereunder. In such event, unless the Depositor or the related 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 Trust and each the related Servicer shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor pursuant to Section 3.05 upon presentation from the related Collection Account as and to the Trustee extent provided in Section 3.11, any such right of documentation reimbursement being prior to the rights of such expenses, costs and liabilitiesthe Certificateholders to receive any amount in the related Collection Account. Each Servicer's The Servicers’ right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of such either Servicer pursuant to Section 6.04 or 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). This paragraph shall apply to each either Servicer solely in its capacity as a Servicer hereunder and in no other capacities. The Credit Risk Manager and any director, officer, employee or agent of the Credit Risk Manager shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Credit Risk Manager, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of its appointment as Credit Risk Manager or its performance of its duties as such) incurred in connection with any claim or legal action or any pending or threatened claim or legal action relating to this Agreement, the Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense (i) resulting from a breach of either Servicer’s obligations and duties under the Pooling Agreement or Credit Risk Management Agreement for which the Credit Risk Manager is indemnified by such Servicer under the Credit Risk Management Agreement or (ii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties under the Credit Risk Management Agreement or by reason of reckless disregard of obligations and duties thereunder.