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

Limitation on Liability of the Servicers and Others. Neither the Servicer[s] nor any of the directors, officers, employees or agents of the Servicer[s] shall be under any liability to the Master Servicer, the Depositor, the Trustee or the Securities Administrator 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[s] or any such 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 any breach of the terms and conditions of this Agreement (except to the extent otherwise covered by Section 4.05(c)). The Servicer[s] and any director, officer, employee or agent of 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. The Servicer[s] 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 Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer[s] 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. 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. The Servicer[s] and any director, officer, employee or agent of the Servicer[s] shall be indemnified 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, except to the extent such Liabilities resulted from or arose out of the negligence, bad faith or willful misfeasance in the performance of the [related] Servicer’s (or any director, officer, employee or agent of the [related] Servicer) duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder.

Limitation on Liability of the Servicers and Others. Neither the Servicer[s] Servicers or the Depositor nor any of the directors, officers, directors or officers or employees or agents of the Servicer[s] Servicers or the Depositor shall be under any liability to the Master Servicer, the Depositor, the Trustee Trust or the Securities Administrator Certificateholders for any action taken or for refraining from the taking of any action by 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 either Servicer, the Servicer[s] Depositor 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 any breach its willful misfeasance, bad faith or negligence in the performance of duties of the terms related Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and conditions duties of this Agreement (except to the extent otherwise covered by Section 4.05(c))related Servicer or the Depositor, as the case may be, hereunder. The Servicer[s] Each Servicer and any director, officer, director or officer or employee or agent of the Servicer[s] 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. The Servicer[s] Each Servicer and the Depositor, and any director or officer or employee or agent of each Servicer or the Depositor, shall not be under indemnified by the Trust and held harmless against any obligation to appear inloss, prosecute liability or defend expense incurred in connection with (i) any legal action which is not incidental 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 or by reason of its reckless disregard of obligations and duties hereunder or by reason of its failure to service perform its obligations or duties hereunder and (ii) any breach of a representation or warranty regarding the Mortgage Loans in accordance with this Agreement and which in its opinion Loans. Each Servicer or the Depositor may involve it in any expense or liability; provided, however, that the Servicer[s] may undertake initiate any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties heretohereto and the interests of the Certificateholders hereunder. In such event, unless the [related] Depositor or the related Servicer shall be acts without the consent of the Holders of Certificates entitled to reimbursement from at least 51% of the Custodial Account for Voting Rights, the reasonable legal expenses and costs of such action. The Servicer[s] action and any directorliability resulting therefrom shall be expenses, officer, employee or agent costs and liabilities of the Servicer[s] Trust and the related Servicer shall be indemnified entitled to be reimbursed therefor from the related Collection Account as 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, except to the extent provided in Section 3.11, any such Liabilities resulted from or arose out right of reimbursement being prior to the rights of the negligence, bad faith or willful misfeasance Certificateholders to receive any amount in the performance related Collection Account. The Servicers’ right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of 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 either Servicer solely in its capacity as 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 [related] Servicer’s (or 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 director, officer, employee or agent such right of reimbursement being prior to the rights of the [related] Servicer) duties hereunder or by reason of its reckless disregard of its obligations and duties hereunderCertificateholders to receive any amount in the Collection Account.

Limitation on Liability of the Servicers and Others. Neither the Servicer[s] Servicers nor any of the directors, officers, employees or agents of the Servicer[s] Servicers shall be under any liability to the Master Servicer, the Depositor, the Trustee Trust Fund or the Securities Administrator 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 any director, officer, employee or agent of the Servicer[s] or any such person related Servicer 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 any breach willful misfeasance, bad faith or gross negligence in the performance of the terms duties or by reason of reckless disregard of obligations and conditions of this Agreement (except to the extent otherwise covered by Section 4.05(c))duties hereunder. The Servicer[s] Each Servicer and any director, officer, employee or agent of the Servicer[s] 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. The Servicer[s] Each Servicer and any 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, in the case of the related Servicer and any director, officer, employee or agent of the related Servicer, 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. 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 Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer[s] related Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties heretohereto and the interests of the Certificateholders hereunder. 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. The Servicer[s] action and any directorliability resulting therefrom shall be expenses, officer, employee or agent costs and liabilities of the Servicer[s] Trust Fund, and the related Servicer shall be indemnified and held harmless by the Trust Fund against any and all Liabilities incurred in connection with any legal action relating entitled to this Agreement or the Certificates, except to the extent such Liabilities resulted from or arose be reimbursed therefor out of the negligence, bad faith or willful misfeasance in the performance of the [related] Servicer’s (or any director, officer, employee or agent of the [related] Servicer) duties hereunder or Custodial Account for P&I as provided by reason of its reckless disregard of its obligations and duties hereunderSection 3.3.

Limitation on Liability of the Servicers and Others. Neither None of the Servicer[s] nor Servicers, the Master Servicer, the Depositor or any of the directors, officers, directors or officers or employees or agents of the Servicer[s] such parties shall be under any liability to the Master Servicer, the Depositor, the Trustee Trust or the Securities Administrator Certificateholders for any action taken or for refraining from the taking of any action by 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 Servicer[s] Master Servicer or the Depositor 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 the performance of duties of such 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 to indemnity in the event that amounts advanced by such Servicer to retire any breach senior lien exceed Liquidation Proceeds (in excess of the terms and conditions of this Agreement (except related liquidation expenses) realized with respect to the extent otherwise covered by Section 4.05(c))related Mortgage Loan. The Servicer[s] Servicers, the Master Servicer, the Depositor and any director, officer, director or officer or employee or agent of the Servicer[s] such 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. The Servicer[s] Each of the Servicers, the Master Servicer and the Depositor and any director or officer or employee or agent of such parties shall not be under indemnified by the Trust and held harmless against any obligation to appear inloss, prosecute liability or defend expense incurred in connection with any legal action which is not incidental relating to its duties to service the Mortgage Loans in accordance with 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 which in its opinion may involve it in any expense or liability; providedduties hereunder. Each of the Servicers, however, that the Servicer[s] Master Servicer and the Depositor 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 heretohereto and the interests of the Certificateholders hereunder. 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. The Servicer[s] action and any directorliability resulting therefrom shall be expenses, officer, employee or agent costs and liabilities of the Servicer[s] Trust and each Servicer, the Master Servicer and the Depositor shall be indemnified and held harmless by entitled to pay such expenses from the proceeds of the Trust Fund against any or to be reimbursed therefor pursuant to Section 3.07 upon presentation to the Securities Administrator of documentation of such expenses, costs and all Liabilities incurred in connection with any legal action relating liabilities. Each Servicer's right to indemnity or reimbursement pursuant to this Agreement Section shall survive any resignation or the Certificatestermination of such Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, except expenses, costs or liabilities arising prior to the extent such Liabilities resulted from resignation or arose out of the negligence, bad faith or willful misfeasance in the performance of the [related] Servicer’s termination (or any director, officer, employee arising from events that occurred prior to such resignation or agent of the [related] Servicer) duties hereunder or by reason of its reckless disregard of its obligations and duties hereundertermination).

Limitation on Liability of the Servicers and Others. Neither the Servicer[s] Servicers nor any of the directors, officers, employees or agents of the Servicer[s] thereof nor any general partner thereof shall be under any liability to the Master Servicer, the Depositor, the Trustee or the Securities Administrator for any action taken or for refraining from the taking of any action 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 the Servicer[s] any Servicer or -------- ------- agents of such Servicer against any such person against liability resulting from any breach of warranties any representation or representations warranty made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or from any liability which 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 any breach the willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of the terms and conditions of this Agreement (except to the extent otherwise covered by Section 4.05(c))obligations or duties hereunder. The Servicer[s] Each Servicer and any director, officer, employee or agent of the Servicer[s] 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. The Servicer[s] No Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that 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 liabilityAgreement; provided, however, that the Servicer[s] -------- ------- any Servicer may undertake any such action which that it may deem necessary or desirable in respect of to this Agreement and any Mortgage Loan and the rights and duties of the parties heretohereto or the interest of the Certificateholders. 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. The Servicer[s] action and any directorliability resulting therefrom shall be expenses, officer, employee or agent costs and liabilities of the Servicer[s] Trust Fund, and such Servicer shall be indemnified and held harmless by entitled to be reimbursed therefor from the Trust Fund against any and all Liabilities incurred in connection with any legal action relating to this Agreement or the Certificates, except to the extent such Liabilities resulted from or arose out of the negligence, bad faith or willful misfeasance in the performance of the [related] Servicer’s (or any director, officer, employee or agent of the [related] Servicer) duties hereunder or by reason of its reckless disregard of its obligations and duties hereunderupon written demand.

Limitation on Liability of the Servicers and Others. Neither the Servicer[s] Servicers or the Depositor nor any of the directors, officers, directors or officers or employees or agents of the Servicer[s] Servicers or the Depositor shall be under any liability to the Master Servicer, the Depositor, the Trustee Trust or the Securities Administrator Certificateholders for any action taken or for refraining from the taking of any action by 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 either Servicer, the Servicer[s] Depositor 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 any breach its willful misfeasance, bad faith or negligence in the performance of duties of the terms related Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and conditions duties of this Agreement (except to the extent otherwise covered by Section 4.05(c))related Servicer or the Depositor, as the case may be, hereunder. The Servicer[s] Each Servicer and any director, officer, director or officer or employee or agent of the Servicer[s] 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. The Servicer[s] Each Servicer and the Depositor, and any director or officer or employee or agent of each Servicer or the Depositor, shall not be under indemnified by the Trust and held harmless against any obligation to appear inloss, prosecute liability or defend expense incurred in connection with (i) any legal action which is not incidental 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 or by reason of its reckless disregard of obligations and duties hereunder or by reason of its failure to service perform its obligations or duties hereunder and (ii) any breach of a representation or warranty regarding the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense Loans. Each Servicer or liability; provided, however, that the Servicer[s] Depositor 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 heretohereto and the interests of the Certificateholders hereunder. In such event, unless the [related] Depositor or the related Servicer shall be acts without the consent of the Holders of Certificates entitled to reimbursement from 121 at least 51% of the Custodial Account for Voting Rights, the reasonable legal expenses and costs of such action. The Servicer[s] action and any directorliability resulting therefrom shall be expenses, officer, employee or agent costs and liabilities of the Servicer[s] Trust and the related Servicer shall be indemnified entitled to be reimbursed therefor from the related Collection Account as 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, except to the extent provided in Section 3.11, any such Liabilities resulted from or arose out right of reimbursement being prior to the rights of the negligence, bad faith or willful misfeasance Certificateholders to receive any amount in the performance related Collection Account. The Servicers' right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the [related] Servicer’s 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 any director, officer, employee arising from events that occurred prior to such resignation or agent of the [related] Servicer) duties termination). This paragraph shall apply to either Servicer solely in its capacity as Servicer hereunder or by reason of its reckless disregard of its obligations and duties hereunderin no other capacities.

Limitation on Liability of the Servicers and Others. Neither the Servicer[s] Servicers nor any of the members, managers, directors, officers, employees or agents of the Servicer[s] thereof nor any general partner thereof shall be under any liability to the Master Servicer, the Depositor, the Trustee or the Securities Administrator for any action taken or for refraining from the taking of any action 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 the Servicer[s] any Servicer or agents of such Servicer against any such person against liability resulting from any breach of warranties any representation or representations warranty made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or from any liability which 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 any breach the willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of the terms and conditions of this Agreement (except to the extent otherwise covered by Section 4.05(c))obligations or duties hereunder. The Servicer[s] Each Servicer and any member, manager, director, officer, employee or agent of the Servicer[s] 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. The Servicer[s] No Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that 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 liabilityAgreement; provided, however, that the Servicer[s] any Servicer may undertake any such action which that it may deem necessary or desirable in respect of to this Agreement and any Mortgage Loan and the rights and duties of the parties heretohereto or the interest of the Certificateholders. 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. The Servicer[s] action and any directorliability resulting therefrom shall be expenses, officer, employee or agent costs and liabilities of the Servicer[s] Trust Fund, and such Servicer shall be indemnified and held harmless by entitled to be reimbursed therefor from the Trust Fund against any and all Liabilities incurred in connection with any legal action relating to this Agreement or the Certificates, except to the extent such Liabilities resulted from or arose out of the negligence, bad faith or willful misfeasance in the performance of the [related] Servicer’s (or any director, officer, employee or agent of the [related] Servicer) duties hereunder or by reason of its reckless disregard of its obligations and duties hereunderupon written demand.

Limitation on Liability of the Servicers and Others. (a) Neither the Servicer[s] Servicers nor any of the members, managers, directors, officers, employees or agents of the Servicer[s] thereof nor any general partner thereof shall be under any liability to the Master Servicer, the Depositor, the Trustee or the Securities Administrator for any action taken or for refraining from the taking of any action 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 the Servicer[s] any Servicer or agents of such Servicer against any such person against liability resulting from any breach of warranties any representation or representations warranty made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or from any liability which 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 any breach the willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of the terms and conditions of this Agreement (except to the extent otherwise covered by Section 4.05(c))obligations or duties hereunder. The Servicer[s] Each Servicer and any member, manager, director, officer, employee or agent of the Servicer[s] 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. The Servicer[s] No Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that 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 liabilityAgreement; provided, however, that the Servicer[s] any Servicer may undertake any such action which that it may deem necessary or desirable in respect of to this Agreement and any Mortgage Loan and the rights and duties of the parties heretohereto or the interest of the Certificateholders. 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. The Servicer[s] action and any directorliability resulting therefrom shall be expenses, officer, employee or agent costs and liabilities of the Servicer[s] Trust Fund, and such Servicer shall be indemnified and held harmless by entitled to be reimbursed therefor from the Trust Fund against upon written demand. (b) Notwithstanding anything to the contrary contained herein, neither the Master Servicer nor any of its members, managers, directors, officers, employees, agents or general partners shall be under any liability for any decision to take or not take any action, in either case, (i) if such action or inaction required the Special Servicer's consent or direction pursuant to this Agreement and (ii) the Master Servicer in taking or failing to take such action acted in accordance with the Special Servicer's consent or direction; provided the Master Servicer has delivered its recommendation and analysis together with all Liabilities incurred related information provided to or gathered by it to the Special Servicer in connection with soliciting the Special Servicer's consent and such recommendation and analysis of the Master Servicer was prepared in accordance with Accepted Master Servicing Practices. In addition, neither the Special Servicer nor any legal of its members, managers, directors, officers, employees, agents or general partners shall be under any liability for its decision to give or not give its consent to any action relating to this Agreement or the Certificatesinaction requiring such consent, except or for giving any direction to the extent Master Servicer, so long as in making such Liabilities resulted from decision or arose out of in giving such direction the negligence, bad faith or willful misfeasance Special Servicer acted in the performance of the [related] Servicer’s (or any director, officer, employee or agent of the [related] Servicer) duties hereunder or by reason of its reckless disregard of its obligations and duties hereunderaccordance with Accepted Special Servicing Practices.

Limitation on Liability of the Servicers and Others. Neither the Servicer[s] Servicers nor any of the directors, officers, employees or agents of the Servicer[s] thereof nor any general partner thereof shall be under any liability to the Master Servicer, the Depositor, the Trustee or the Securities Administrator for any action taken or for refraining from the taking of any action 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 the Servicer[s] any -------- ------- Servicer or agents of such Servicer against any such person against liability resulting from any breach of warranties any representation or representations warranty made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or from any liability which 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 any breach the willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of the terms and conditions of this Agreement (except to the extent otherwise covered by Section 4.05(c))obligations or duties hereunder. The Servicer[s] Each Servicer and any director, officer, employee or agent of the Servicer[s] 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. The Servicer[s] No Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that 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 liabilityAgreement; provided, however, that the Servicer[s] any Servicer may undertake any such action which that it may deem necessary or desirable in respect of to this Agreement and any Mortgage Loan and the rights and duties of the parties heretohereto or the interest of the Certificateholders. 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. The Servicer[s] action and any directorliability resulting therefrom shall be expenses, officer, employee or agent costs and liabilities of the Servicer[s] Trust Fund, and such Servicer shall be indemnified and held harmless by entitled to be reimbursed therefor from the Trust Fund against any and all Liabilities incurred in connection with any legal action relating to this Agreement or the Certificates, except to the extent such Liabilities resulted from or arose out of the negligence, bad faith or willful misfeasance in the performance of the [related] Servicer’s (or any director, officer, employee or agent of the [related] Servicer) duties hereunder or by reason of its reckless disregard of its obligations and duties hereunderupon written demand.

Limitation on Liability of the Servicers and Others. Neither the Servicer[s] nor any of the directors, officers, employees or agents of the Servicer[s] shall be under any liability to the Master Servicer, the Depositor, the Issuer, the Indenture Trustee or the Securities Administrator 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[s] or any such 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 any breach of the terms and conditions of this Agreement (except to the extent otherwise covered by Section 4.05(c)). The Servicer[s] and any director, officer, employee or agent of 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. The Servicer[s] 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 Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer[s[related] 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. 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. The Servicer[s] and any director, officer, employee or agent of the Servicer[s] shall be indemnified 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 CertificatesNotes, except to the extent such Liabilities resulted from or arose out of the negligence, bad faith or willful misfeasance in the performance of the [relatedServicer’s/Servicers’] Servicer’s (or any director, officer, employee or agent of the [relatedthe/a] Servicer) duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder.

Limitation on Liability of the Servicers and Others. Neither the Servicer[s] Servicers nor the Depositor nor any of the directors, officers, directors or officers or employees or agents of the Servicer[s] Servicers or the Depositor shall be under any liability to the Master Servicer, the Depositor, the Trustee Trust or the Securities Administrator Certificateholders for any action taken or for refraining from the taking of any action by 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 either Servicer, the Servicer[s] Depositor 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 any breach its willful misfeasance, bad faith or negligence in the performance of duties of the terms related Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and conditions duties of this Agreement (except to the extent otherwise covered by Section 4.05(c))related Servicer or the Depositor, as the case may be, hereunder. The Servicer[s] Each Servicer and any director, officer, director or officer or employee or agent of the Servicer[s] 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. The Servicer[s] Servicer and the Depositor, and any director or officer or employee or agent of the Servicer or the Depositor, shall not be under indemnified by the Trust and held harmless against any obligation to appear inloss, prosecute liability or defend expense incurred in connection with (i) any legal action which is not incidental 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 or by reason of its reckless disregard of its obligations and duties hereunder or by reason of its failure to service perform its obligations or duties hereunder and (ii) any breach of a representation or warranty regarding the Mortgage Loans in accordance with this Agreement and which in its opinion Loans. Each Servicer or the Depositor may involve it in any expense or liability; provided, however, that the Servicer[s] may undertake initiate any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties heretohereto and the interests of the Certificateholders hereunder. In such event, unless the [related] Depositor or the related Servicer shall be acts without the consent of the Holders of Certificates entitled to reimbursement from at least 51% of the Custodial Account for Voting Rights, the reasonable legal expenses and costs of such actionaction 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 related 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 related Collection Account. The Servicer[s] Servicers’ right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of 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 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 Servicer[s] Credit Risk Manager shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense (not including expenses, disbursements and all Liabilities 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, except to other than any loss, liability or expense (i) resulting from a breach of either Servicer’s obligations and duties under the extent Pooling Agreement or Credit Risk Management Agreement for which the Credit Risk Manager is indemnified by such Liabilities resulted from Servicer under the Credit Risk Management Agreement or arose out (ii) incurred by reason of the negligencewillful misfeasance, bad faith or willful misfeasance negligence in the performance of duties under the [related] Servicer’s (or any director, officer, employee or agent of the [related] Servicer) duties hereunder Credit Risk Management Agreement or by reason of its reckless disregard of its obligations and duties hereunderthereunder.

Limitation on Liability of the Servicers and Others. Neither the Servicer[s] Servicers nor any of the directors, officers, employees or agents of the Servicer[s] thereof shall be under any liability to the Master Servicer, the Depositor, the Trustee or the Securities Administrator for any action taken or for refraining from the taking of any action 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 the Servicer[s] any Servicer or agents of such Servicer against any such person against liability resulting from any breach of warranties any representation or representations warranty made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or from any liability which 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 any breach the willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of the terms and conditions of this Agreement (except to the extent otherwise covered by Section 4.05(c))obligations or duties hereunder. The Servicer[s] Each Servicer and any director, officer, employee or agent of the Servicer[s] 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. The Servicer[s] No Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that 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 liabilityAgreement; provided, however, that the Servicer[s] any Servicer may undertake any such -------- ------- action which that it may deem necessary or desirable in respect of to this Agreement and any Mortgage Loan and the rights and duties of the parties heretohereto or the interest of the Certificateholders. 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. The Servicer[s] action and any directorliability resulting therefrom shall be expenses, officer, employee or agent costs and liabilities of the Servicer[s] Trust Fund, and such Servicer shall be indemnified and held harmless by entitled to be reimbursed therefor from the Trust Fund against any and all Liabilities incurred in connection with any legal action relating to this Agreement or the Certificates, except to the extent such Liabilities resulted from or arose out of the negligence, bad faith or willful misfeasance in the performance of the [related] Servicer’s (or any director, officer, employee or agent of the [related] Servicer) duties hereunder or by reason of its reckless disregard of its obligations and duties hereunderupon written demand.

Limitation on Liability of the Servicers and Others. Neither the Servicer[s] Servicers nor any of the directors, officers, directors or officers or employees or agents of the Servicer[s] Servicers shall be under any liability to the Master Servicer, the Depositor, the Trustee Trust or the Securities Administrator Certificateholders for any action taken or for refraining from the taking of any action by the Servicers in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer[s] either Servicer 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 any its breach of any representation, warranty or covenant hereunder, by reason of its willful misfeasance, bad faith, fraud or negligence in the terms performance of its duties as Servicer hereunder or by reason of its reckless disregard of its obligations and conditions duties of this Agreement (except to the extent otherwise covered by Section 4.05(c))as Servicer hereunder. The Servicer[s] Each Servicer and any director, officer, director or officer or employee or agent of the Servicer[s] 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. The Servicer[s] 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 Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer[s] 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. In such event, the [related] Each Servicer shall be entitled to reimbursement from the Custodial Account for the reasonable legal expenses and costs of such action. The Servicer[s] and any director, officer, director or officer or employee or agent of the Servicer[s] each Servicer shall be indemnified by the Trust and held harmless by the Trust Fund against any and all Liabilities loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, except to the extent such Liabilities resulted from other than any loss, liability or arose out expense incurred in connection with any legal action incurred by reason of its respective willful misfeasance, bad faith, fraud or negligence, a breach of a representation , warranty or covenant hereunder or a breach of the negligence, bad faith or willful misfeasance Servicing Standard in the performance of the [related] Servicer’s (or any director, officer, employee or agent of the [related] Servicer) its duties hereunder or by reason of its reckless negligent disregard of its obligations 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 the related Servicer shall be entitled to be reimbursed from the 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 Certificateholders to receive any amount in the related Collection Account. This paragraph shall apply to each Servicer solely in its capacity as Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicers and Others. Neither of the Servicer[s] Servicers nor any of the directors, officers, directors or officers or employees or agents of the Servicer[s] Servicers shall be under any liability to the Master Servicer, the Depositor, the Trustee Trust or the Securities Administrator 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 the Servicer[s] a Servicer 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 any breach its willful misfeasance, bad faith or negligence in the performance of the terms duties of such Servicer or by reason of its reckless disregard of its obligations and conditions duties of this Agreement (except to the extent otherwise covered by Section 4.05(c))such Servicer hereunder. The Servicer[s] Each Servicer and any director, officer, director or officer or employee or agent of the Servicer[s] 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. The Servicer[s] Each Servicer and any director or officer or employee or agent of such Servicer shall not be under indemnified by the Trust and held harmless against any obligation to appear inloss, prosecute liability or defend expense incurred in connection with any legal action which is not incidental relating to its duties to service the Mortgage Loans in accordance with 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 which in its opinion may involve it in any expense or liability; provided, however, that the Servicer[s] duties hereunder. Each 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 heretohereto and the interests of the Certificateholders hereunder. 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. The Servicer[s] action and any directorliability resulting therefrom shall be expenses, officer, employee or agent costs and liabilities of the Servicer[s] Trust and each Servicer shall be indemnified and held harmless by entitled to pay such expenses from the proceeds of the Trust Fund against any or to be reimbursed therefor pursuant to Section 3.05 upon presentation to the Trustee of documentation of such expenses, costs and all Liabilities incurred in connection with any legal action relating liabilities. Each Servicer's right to indemnity or reimbursement pursuant to this Agreement Section shall survive any resignation or the Certificatestermination of such Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, except expenses, costs or liabilities arising prior to the extent such Liabilities resulted from resignation or arose out of the negligence, bad faith or willful misfeasance in the performance of the [related] Servicer’s termination (or any director, officer, employee arising from events that occurred prior to such resignation or agent of the [related] Servicer) duties termination). This paragraph shall apply to each Servicer solely in its capacity as a Servicer hereunder or by reason of its reckless disregard of its obligations and duties hereunderin no other capacities.