Common use of Limitation on Liability of the Sub-Servicer and Others Clause in Contracts

Limitation on Liability of the Sub-Servicer and Others. Neither the Sub-Servicer nor any of the officers, employees or agents of the Sub-Servicer shall be under any liability to the Master Servicer 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 Sub-Servicer or any such Person against liability for any breach of any representation, warranty or covenant made herein, or failure to perform its obligations in compliance with the Servicing Standard, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by the Sub-Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misconduct, bad faith, fraud or negligence in the performance of obligations or duties hereunder, or by reason of negligent disregard of obligations or duties hereunder. The Sub-Servicer and any officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under this Agreement and in its opinion does not expose it to any expenses or liability for which it would not be reimbursed hereunder; provided, however, the Sub-Servicer may, with the consent of the Master Servicer, undertake any such action that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Sub-Servicer shall be entitled to be reimbursed to the extent the Master Servicer is reimbursed therefor by the Trust. If and only to the extent provided pursuant to Section 6.03 of the Pooling and Servicing Agreement, the Sub-Servicer and its directors, members, managers, officers, employees and agents shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with or relating to this Agreement or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne by the Sub-Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by the Sub-Servicer herein, or (iii) incurred by reason of the Sub-Servicer’s bad faith, willful misconduct, fraud or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties. The Sub-Servicer shall not have any direct rights of indemnification that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only through the Master Servicer to the full extent that the Master Servicer is indemnified by the Trust for such amounts pursuant to the Pooling and Servicing Agreement.

Limitation on Liability of the Sub-Servicer and Others. Neither the Sub-Servicer nor any of the officers, employees or agents of the Sub-Servicer shall be under any liability to the Master Servicer 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 Sub-Servicer or any such Person against liability for any breach of any representation, warranty or covenant made herein, or failure to perform its obligations in compliance with the Servicing Standard, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by the Sub-Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misconduct, bad faith, fraud faith or negligence in the performance of obligations or duties hereunder, or by reason of negligent disregard of obligations or duties hereunder. The Sub-Servicer and any officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action unless such action (whether in equity or at law), proceeding, hearing or examination that is related not incidental to its duties under this Agreement and or which, in its opinion does not expose may involve it to in any expenses or liability for which it would not be reimbursed hereunder; provided, however, the Sub-Servicer may, with the consent of the Master Servicer, undertake any such action action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholdershereto. In such event, the reasonable legal expenses and costs of such action action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities for which the Sub-Servicer shall be entitled to be reimbursed to the extent the Master Servicer is reimbursed therefor by the Trust. If and only to the extent provided pursuant to Section 6.03 6.04 of the Pooling and Servicing Agreement, the Sub-Servicer and its directors, members, managers, officers, employees and agents shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other another costs, liabilities, fees and expenses incurred in connection with any actual or threatened legal or administrative action (whether in equity or at law) or claim relating to this Agreement Agreement, the Mortgage Loans or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne by the Sub-Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by the Sub-Servicer herein, or (iii) incurred by reason of the Sub-Servicer’s bad faith, willful misconduct, fraud misconduct or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties. The Sub-Servicer shall not have any direct rights of indemnification that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only through the Master Servicer to the full extent that the Master Servicer is indemnified by the Trust for such amounts pursuant to the Pooling and Servicing Agreement.

Limitation on Liability of the Sub-Servicer and Others. Neither the Sub-Servicer nor any of the directors, officers, employees employees, members, managers or agents of the Sub-Servicer shall (the “Sub-Servicer Parties”) will be under any liability to the Master Servicer 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 Sub-Servicer or any such Person Parties against liability for any breach of any representation, warranty warranties or covenant representations made herein, or failure to perform its obligations in compliance with the Servicing Standard, or against any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by on the Sub-Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of its willful misconduct, bad faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of obligations or its duties hereunder, hereunder or by reason of its negligent disregard of its obligations or duties hereunder. The Sub-Servicer and any officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind whichkind, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under this Agreement and either (i) it is specifically required to bear the cost of such action or (ii) such action will not, in its opinion does not expose reasonable and good faith judgment, involve it to in any expenses ultimate expense or liability for which it would not be reimbursed hereunder; provided, however, that the Sub-Servicer may, with the consent of the Master Servicer, undertake any such action that which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholdershereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Master Servicer will be liable and the Sub-Servicer shall be entitled to be reimbursed to the extent the Master Servicer is reimbursed therefor by the Trust. If and only to To the extent provided pursuant to Section 6.03 of in the Pooling and Servicing Agreement, the Sub-Servicer and its directors, members, managers, officers, employees and agents Parties shall be indemnified and held harmless by the Trust Trust, against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses Losses (as defined below) incurred by the Sub-Servicer in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action relating to this Agreement or the CertificatesAgreement, other than any loss, liability or expense: Losses (as defined below) (i) that are specifically required to be borne by the Sub-Servicer, Servicer without right of reimbursement, reimbursement pursuant to the terms hereof; of this Agreement or (ii) that are incurred in connection with any by reason of (A) a breach of a any representation or warranty made by the Sub-Servicer herein, or (iiiB) incurred by reason willful misconduct, bad faith or negligence of the Sub-Servicer’s bad faith, willful misconduct, fraud or negligence Servicer in the performance of its obligations duties under this Agreement or duties hereunder, or by reason of negligent disregard of such its obligations or duties. The Sub-Servicer shall not have any direct rights of indemnification and duties under this Agreement; provided, however, that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only through in this sentence shall be strictly limited to any actual amount of indemnification received by the Master Servicer to the full extent that the Master Servicer is indemnified by the Trust for such amounts pursuant to under the Pooling and Servicing AgreementAgreement as a result of pursuing the Trust on behalf of the Sub-Servicer for such indemnification.

Limitation on Liability of the Sub-Servicer and Others. Neither the Sub-Servicer nor any of the Affiliates, partners, shareholders, directors, officers, employees employees, members, managers, representatives or agents (including sub-servicers) of the Sub-Servicer shall be under any liability to the Master Servicer 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 Sub-Servicer or any such Person against liability for any breach of any representation, warranty or covenant made herein, or failure to perform its obligations in compliance with the Servicing Standard, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by the Sub-Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misconduct, bad faith, fraud or negligence in the performance of obligations or duties hereunder, hereunder or by reason of negligent disregard of obligations or duties hereunder. The Sub-Servicer and any Affiliate, representative, member, manager, director, officer, employee or agent (including sub-servicers) of the Sub-Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal action solely in the Master Servicer's name unless such action is related to its duties under this Agreement and in its opinion does not expose it to any expenses or liability for which it would not be reimbursed hereunder; provided, however, the Sub-Servicer may, with the consent of obtains the Master Servicer, undertake any such action that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders's prior written consent. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Sub-Servicer shall be entitled to be reimbursed to the extent the Master Servicer is reimbursed therefor by the Trust. If and only to the extent provided pursuant to Section 6.03 of the Pooling and Servicing Agreement, the Sub-Servicer and its Affiliates, directors, members, managers, officers, employees employees, representatives and agents (including sub-servicers) shall be indemnified and held harmless by the Trust against for any and all claimsloss, losses, penalties, fines, forfeitures, reasonable liability or expense (including legal fees and related costs, judgments, and expenses (including any other costs, liabilities, fees and such expenses incurred in enforcing this indemnity)) incurred in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action relating to this Agreement or the Certificates, other than any loss, liability or expense: expense (i) specifically required to be borne by the Sub-Servicer, without right of reimbursement, pursuant to the terms hereof; including legal fees and expenses (ii) including any such expenses incurred in connection with any breach of a representation or warranty made by the Sub-Servicer herein, or (iiienforcing this indemnity)) incurred by reason of the Sub-Servicer’s bad faith, willful misconduct, fraud or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties. The Sub-Servicer shall not have any direct rights of indemnification that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only through the Master Servicer to the full extent that the Master Servicer is indemnified by the Trust for such amounts pursuant to the Pooling and Servicing Agreement.

Limitation on Liability of the Sub-Servicer and Others. Neither the Sub-Servicer nor any of the Affiliates, directors, members, managers, officers, employees or agents of the Sub-Servicer shall be under any liability to the Master Servicer 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 Sub-Servicer or any such Person of its Affiliates, directors, members, managers, officers, employees or agents against liability to the Master Servicer for any breach of any representation, representation or warranty or covenant made herein, or failure to perform its obligations in compliance with the Servicing Standard, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by the Sub-Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misconduct, bad faith, fraud or negligence in the performance of obligations or duties hereunder, hereunder or by reason of negligent disregard of obligations or duties hereunder. The Sub-Servicer and any Affiliate, director, member, officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action unless such action (whether in equity or at law), proceeding, hearing or examination that is related not incidental to its duties under this Agreement and or which in its opinion does not expose may involve it to in any expenses expense or liability for which it would not be reimbursed recoverable hereunder; provided, however, that the Sub-Servicer may, with the consent of the Master Servicer, undertake any such action that which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholdershereto. In such event, the reasonable legal expenses and all costs of such action and any liability loss, liability, penalty, fine, forfeiture, claim or judgment resulting therefrom therefrom, to the extent the Master Servicer may recover such amounts from the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities for which the Master Servicer will be liable and the Sub-Servicer shall be entitled to be reimbursed to the extent therefor from the Master Servicer is reimbursed therefor by the Trustupon written demand. If and only to To the extent provided pursuant to in Section 6.03 of the Pooling and Servicing Agreement, the Sub-Servicer and its directors, members, managers, officers, employees and agents shall be indemnified and held harmless by the Trust Fund against any and all claimsloss, lossesliability, penaltiespenalty, finesfine, forfeituresforfeiture, claim, judgment or expense (including reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses expenses) incurred in connection with with, or relating to to, this Agreement or the Certificates, other than any loss, liability liability, penalty, fine, forfeiture, claim, judgment or expense: expense (including reasonable legal fees and expenses) (i) specifically required to be borne by the Sub-Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by the Sub-Servicer herein, or (iii) incurred by reason of the Sub-Servicer’s willful misconduct, bad faith, willful misconduct, fraud or negligence in the performance of its obligations or duties hereunder, hereunder or by reason of negligent disregard of such obligations or dutiesduties hereunder in each case by the Sub-Servicer, (ii) resulting from the breach by the Sub-Servicer of any of its representations or warranties contained herein, or (iii) specifically required to be borne the Sub-Servicer without right of reimbursement pursuant to the terms hereof. The Sub-Servicer shall not have any direct rights of indemnification that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only Trust Fund except through the Master Servicer to the full extent that the Master Servicer is indemnified by the Trust for such amounts pursuant to the Pooling and Servicing Agreementas described above.

Limitation on Liability of the Sub-Servicer and Others. Neither the Sub-Servicer nor any of the directors, officers, employees employees, members, managers or agents of the Sub-Servicer shall (the “Sub-Servicer Parties”) will be under any liability to the Master Servicer 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 Sub-Servicer or any such Person Parties against liability for any breach of any representation, warranty warranties or covenant representations made herein, or failure to perform its obligations in compliance with the Servicing Standard, or against any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by on the Sub-Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of its willful misconduct, bad faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of obligations or its duties hereunder, hereunder or by reason of its negligent disregard of its obligations or duties hereunder. The Sub-Servicer and any officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind whichkind, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under this Agreement and either (i) it is specifically required to bear the cost of such action or (ii) such action will not, in its opinion does not expose reasonable and good faith judgment, involve it to in any expenses ultimate expense or liability for which it would not be reimbursed hereunder; provided, however, that the Sub-Sub- Servicer may, with the consent of the Master Servicer, undertake any such action that which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholdershereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Master Servicer will be liable and the Sub-Servicer shall be entitled to be reimbursed to the extent the Master Servicer is reimbursed therefor by the Trust. If and only to To the extent provided pursuant to Section 6.03 of in the Pooling and Servicing Agreement, the Sub-Servicer and its directors, members, managers, officers, employees and agents Parties shall be indemnified and held harmless by the Trust Trust, against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses Losses (as defined below) incurred by the Sub-Servicer in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action relating to this Agreement or the CertificatesAgreement, other than any loss, liability or expense: Losses (as defined below) (i) that are specifically required to be borne by the Sub-Servicer, Servicer without right of reimbursement, reimbursement pursuant to the terms hereof; of this Agreement or (ii) that are incurred in connection with any by reason of (A) a breach of a any representation or warranty made by the Sub-Servicer herein, or (iiiB) incurred by reason willful misconduct, bad faith or negligence of the Sub-Servicer’s bad faith, willful misconduct, fraud or negligence Servicer in the performance of its obligations duties under this Agreement or duties hereunder, or by reason of negligent disregard of such its obligations or duties. The Sub-Servicer shall not have any direct rights of indemnification and duties under this Agreement; provided, however, that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only through in this sentence shall be strictly limited to any actual amount of indemnification received by the Master Servicer to the full extent that the Master Servicer is indemnified by the Trust for such amounts pursuant to under the Pooling and Servicing AgreementAgreement as a result of pursuing the Trust on behalf of the Sub-Servicer for such indemnification.

Limitation on Liability of the Sub-Servicer and Others. Neither the Sub-Servicer nor any of the officers, employees or agents of the Sub-Servicer shall be under any liability to the Master Servicer 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 Sub-Servicer or any such Person against liability to the Master Servicer for any breach of any a representation, warranty or covenant made herein, or failure to perform its obligations in strict compliance with the Servicing Standard, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by the Sub-Servicer such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith, fraud faith or negligence in the performance of obligations or duties hereunder, or by reason of negligent disregard of obligations or duties hereunder. The Sub-Servicer and any officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under this Agreement and and, unless it is specifically required hereunder to bear the costs of such legal action, in its opinion does not expose involve it to in any expenses ultimate expense or liability for which it would not be reimbursed hereunderliability; provided, however, that the Sub-Servicer may, with the consent of the Master Servicer, undertake any such action that which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholdershereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Master Servicer will be liable and the Sub-Servicer shall be entitled to be reimbursed to the extent therefor from the Master Servicer is reimbursed therefor upon written demand. The Sub-Servicer shall be indemnified by the Trust. If and only to Master Servicer against any loss, liability or reasonable expense incurred in connection with the extent provided pursuant to Section 6.03 of the Pooling and Servicing Agreement, performance by the Sub-Servicer of the terms and its directors, members, managers, officers, employees and agents shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with or relating to conditions of this Agreement or the CertificatesAgreement, other than any loss, liability or expense: ; (i) specifically required to be borne by the Sub-Servicer, Servicer without right of reimbursement, reimbursement pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation representation, warranty or warranty covenant made by the Sub-Servicer herein, ; or (iii) incurred by reason of the Sub-Servicer’s misfeasance, bad faith, willful misconduct, fraud faith or negligence in the performance of its obligations or duties hereunder; provided, or by reason of negligent disregard of such obligations or duties. The however, that the Master Servicer's obligation to so indemnify the Sub-Servicer shall not have be strictly limited to any direct rights actual amount of indemnification that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only through received by the Master Servicer to therefor under the full extent that the Pooling and Servicing Agreement. The Master Servicer is indemnified by the Trust for such amounts pursuant shall pursue in good faith any rights that it has to any indemnity under the Pooling and Servicing Agreement.

Limitation on Liability of the Sub-Servicer and Others. Neither the Sub-Servicer nor any of the officers, employees or agents of the Sub-Servicer shall be under any liability to the Master Servicer 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 Sub-Servicer or any such Person against liability for any breach of any representation, warranty or covenant made herein, or failure to perform its obligations in compliance with the Servicing Standard, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by the Sub-Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misconduct, bad faith, fraud or negligence in the performance of obligations or duties hereunder, or by reason of negligent disregard of obligations or duties hereunder. The Sub-Servicer and any officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal action solely in the Master Servicer’s name unless such action is related to its duties under this Agreement and in its opinion does not expose it to any expenses or liability for which it would not be reimbursed hereunder; provided, however, the Sub-Servicer may, with the consent of obtains the Master Servicer, undertake any such action that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders’s prior written consent. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Sub-Servicer shall be entitled to be reimbursed to the extent the Master Servicer is reimbursed therefor by the Trust. If and only to the extent provided pursuant to Section 6.03 of the Pooling and Servicing Agreement, the Sub-Servicer and its directors, members, managers, officers, employees and agents shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with or relating to this Agreement or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne by the Sub-Servicer, without right of reimbursement, pursuant to the terms hereof; , (ii) incurred in connection with any breach of a representation or warranty made by the Sub-Servicer herein, or (iii) incurred by reason of the Sub-Servicer’s bad faith, willful misconduct, fraud or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties. The Sub-Servicer shall not have any direct rights of indemnification that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only through the Master Servicer to the full extent that the Master Servicer is indemnified by the Trust for such amounts pursuant to the Pooling and Servicing Agreement.

Limitation on Liability of the Sub-Servicer and Others. Neither the Sub-Servicer nor any of the officers, employees or agents of the Sub-Servicer shall be under any liability to the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this AgreementAgreement or as set forth in any writing from the Master Servicer, or for errors in judgment; provided, however, that this provision shall not protect the Sub-Servicer or any such Person person against liability for any breach of any representation, warranty or covenant made herein, or failure to perform its obligations in compliance with the Servicing StandardMaster Servicer under Section 3.06, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by the Sub-Servicer such party without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misconduct, bad faith, fraud or negligence in the performance of obligations or duties hereunder, or by reason of negligent disregard of obligations or duties hereunder. The Sub-Servicer and any officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind which, prima facie, is that appears on its face to be properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under this Agreement and and, unless it is specifically required to bear the costs of such legal action or, in its opinion does not expose involve it to in any expenses ultimate expense or liability for which it would not be reimbursed hereunderliability; provided, however, that the Sub-Servicer may, with the consent of the Master Servicer, undertake any such action that which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholdershereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Master Servicer will be liable and the Sub-Servicer shall be entitled to be reimbursed to the extent therefor from the Master Servicer is reimbursed therefor by the Trust. If and only to the extent provided pursuant to Section 6.03 of the Pooling and Servicing Agreement, the Sub-Servicer and its directors, members, managers, officers, employees and agents shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with or relating to this Agreement or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne by the Sub-Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by the Sub-Servicer herein, or (iii) incurred by reason of the Sub-Servicer’s bad faith, willful misconduct, fraud or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties. The Sub-Servicer shall not have any direct rights of indemnification that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only through the Master Servicer to the full extent that the Master Servicer is indemnified by the Trust for such amounts pursuant to the Pooling and Servicing Agreementupon written demand.

Limitation on Liability of the Sub-Servicer and Others. Neither the Sub-Servicer nor any of the officers, employees or agents of the Sub-Servicer shall be under any liability to the Master Servicer 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 Sub-Servicer or any such Person against liability for any breach of any representation, warranty or covenant made herein, or failure to perform its obligations in compliance with the Servicing Standard, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by the Sub-Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misconduct, bad faith, fraud or negligence in the performance of obligations or duties hereunder, or by reason of negligent disregard of obligations or duties hereunder. The Sub-Servicer and any officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal action solely in the Master Servicer's name unless such action is related to its duties under this Agreement and in its opinion does not expose it to any expenses or liability for which it would not be reimbursed hereunder; provided, however, the Sub-Servicer may, with the consent of obtains the Master Servicer, undertake any such action that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders's prior written consent. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Sub-Servicer shall be entitled to be reimbursed to the extent the Master Servicer is reimbursed therefor by the Trust. If and only to the extent provided pursuant to Section 6.03 of the Pooling and Servicing Agreement, the Sub-Servicer and its directors, members, managers, officers, employees and agents shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with or relating to this Agreement or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne by the Sub-Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by the Sub-Servicer herein, or (iii) incurred by reason of the Sub-Servicer’s bad faith, willful misconduct, fraud or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties. The Sub-Servicer shall not have any direct rights of indemnification that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only through the Master Servicer to the full extent that the Master Servicer is indemnified by the Trust for such amounts pursuant to the Pooling and Servicing Agreement.

Limitation on Liability of the Sub-Servicer and Others. Neither the Sub-Servicer nor any of the officers, employees or agents of the Sub-Servicer shall be under any liability to the Master Servicer 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 Sub-Servicer or any such Person person against liability for any breach of any representation, warranty or covenant made herein, or failure to perform its obligations in compliance with the Servicing Standard, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by the Sub-Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith, fraud faith or negligence in the performance of obligations or its duties hereunder, or by reason of negligent disregard of obligations or and duties hereunder. The Sub-Servicer and any officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action unless such action (whether in equity or at law), proceeding, hearing or examination that is related not incidental to its respective duties under this Agreement and or which, in its opinion does not expose may involve it to in any ultimate expenses or liability for which liability; provided, however, the Sub-Servicer may involve it would not be reimbursed hereunderin any ultimate expenses or liability; provided, however, the Sub-Servicer may, with the consent of the Master Servicer, undertake any such action action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholdershereto. In such event, the reasonable legal expenses and costs of such action action, proceeding, hearing or examination and any liability resulting therefrom therefrom, to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities for which of the Servicer and the Sub-Servicer shall be entitled to be reimbursed to therefor from the extent the Master Servicer is reimbursed therefor by the Trust. If and only to the extent provided pursuant to Section 6.03 of the Pooling and Servicing Agreement, the Sub-Servicer and its directors, members, managers, officers, employees and agents shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with or relating to this Agreement or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne by the Sub-Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by the Sub-Servicer herein, or (iii) incurred by reason of the Sub-Servicer’s bad faith, willful misconduct, fraud or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties. The Sub-Servicer shall not have any direct rights of indemnification that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only through the Master Servicer to the full extent that the Master Servicer is indemnified by the Trust for such amounts pursuant to the Pooling and Servicing Agreementupon written demand.

Limitation on Liability of the Sub-Servicer and Others. Neither the The Sub-Servicer nor any of the officers, employees or agents of the Sub-Servicer shall be under any liability to the Master Servicer 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 Sub-Servicer or any such Person person against liability to the Master Servicer for any breach of any representation, a representation or warranty or covenant made herein, or failure to perform its obligations in strict compliance with the Servicing Standardservicing standards, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by the Sub-Servicer such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith, fraud or negligence in the performance of obligations or duties hereunder, or by reason of negligent disregard of obligations or duties hereunder. The Sub-Servicer and any officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind whichkind, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under this Agreement and (a) it is specifically required to bear the costs of such legal action or (b) in its opinion does not expose involve it to in any expenses ultimate expense or liability for which it would not be reimbursed hereunderliability; provided, however, that the Sub-Servicer may, with the consent of the Master Servicer, undertake any such action that which it may deem necessary or desirable in with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholdershereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Master Servicer will be liable and the Sub-Servicer shall be entitled to be reimbursed to the extent therefor from the Master Servicer is reimbursed therefor by the Trust. If and only to the extent provided pursuant to Section 6.03 of the Pooling and Servicing Agreement, the Sub-Servicer and its directors, members, managers, officers, employees and agents shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with or relating to this Agreement or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne by the Sub-Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by the Sub-Servicer herein, or (iii) incurred by reason of the Sub-Servicer’s bad faith, willful misconduct, fraud or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties. The Sub-Servicer shall not have any direct rights of indemnification that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only through the Master Servicer to the full extent that the Master Servicer is indemnified by the Trust for such amounts pursuant to the Pooling and Servicing Agreementupon written demand.

Limitation on Liability of the Sub-Servicer and Others. Neither the Sub-Servicer nor any of the officers, employees or agents of the Sub-Servicer shall be under any liability to the Master Servicer 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 Sub-Servicer or any such Person person against liability for any breach of any representation, representation or warranty or covenant made herein, or failure to perform its obligations in compliance with the Servicing Standard, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by the Sub-Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith, fraud faith or negligence in the performance of obligations or its duties hereunder, or by reason of negligent disregard of obligations or and duties hereunder. The Sub-Servicer and any officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action unless such action (whether in equity or at law), proceeding, hearing or examination that is related not incidental to its respective duties under this Agreement and or which, in its opinion does not expose may involve it to in any ultimate expenses or liability for which liability; provided, however, the Sub-Servicer may involve it would not be reimbursed hereunderin any ultimate expenses or liability; provided, however, the Sub-Servicer may, with the consent of the Master Servicer, undertake any such action action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholdershereto. In such event, the reasonable legal expenses and costs of such action action, proceeding, hearing or examination and any liability resulting therefrom therefrom, to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities for which of the Master Servicer and the Sub-Servicer shall be entitled to be reimbursed to the extent therefor from the Master Servicer is reimbursed therefor by the Trustupon written demand. If and only to To the extent provided pursuant to in Section 6.03 of the Pooling and Servicing Agreement, the Sub-Servicer and its directors, members, managers, officers, employees and agents shall be indemnified and held harmless by the Trust against any and all claimsloss, lossesliability or expense, penaltiesincluding reasonable attorneys' fees, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees expenses of counsel and expenses of litigation, incurred in connection with any claims or legal action relating to this Agreement Agreement, the Certificates or any asset of the CertificatesTrust, other than any loss, liability or expense: (i) specifically required to be borne by the Sub-Servicer, without right of reimbursement, Servicer pursuant to the terms hereof; or (ii) that was incurred in connection with claims against such party resulting from (A) any breach of a representation or warranty made herein by the Sub-Servicer hereinServicer, or (iiiB) incurred by reason of the Sub-Servicer’s willful misfeasance, bad faith, willful misconduct, fraud recklessness or negligence in the performance of its obligations or duties hereunderhereunder by the Sub-Servicer, or by reason of (C) from negligent or reckless disregard of such obligations or duties. The Sub-Servicer shall not have any direct rights of indemnification that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only through the Master Servicer to the full extent that the Master Servicer is indemnified by the Trust for such amounts pursuant to the Pooling and Servicing Agreement.

Limitation on Liability of the Sub-Servicer and Others. Neither the The Sub-Servicer nor any of the officers, employees or agents of the Sub-Servicer shall be under any liability to the Master Servicer 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 Sub-Servicer or any such Person person against liability to the Master Servicer for any breach of any representation, a representation or warranty or covenant made herein, or failure to perform its obligations in strict compliance with the Servicing Standardservicing standards, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by the Sub-Servicer such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith, fraud or negligence in the performance of obligations or duties hereunder, or by reason of negligent disregard of obligations or duties hereunder. The Sub-Servicer and any officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind whichkind, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under this Agreement and (a) it is specifically required to bear the costs of such legal action or (b) in its opinion does not expose involve it to in any expenses ultimate expense or liability for which it would not be reimbursed hereunderliability; provided, however, that the Sub-Servicer may, with the consent of the Master Servicer, undertake any such action that which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholdershereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Master Servicer will be liable and the Sub-Servicer shall be entitled to be reimbursed to the extent therefor from the Master Servicer is reimbursed therefor by the Trust. If and only to the extent provided pursuant to Section 6.03 of the Pooling and Servicing Agreement, the Sub-Servicer and its directors, members, managers, officers, employees and agents shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with or relating to this Agreement or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne by the Sub-Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by the Sub-Servicer herein, or (iii) incurred by reason of the Sub-Servicer’s bad faith, willful misconduct, fraud or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties. The Sub-Servicer shall not have any direct rights of indemnification that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only through the Master Servicer to the full extent that the Master Servicer is indemnified by the Trust for such amounts pursuant to the Pooling and Servicing Agreementupon written demand.

Limitation on Liability of the Sub-Servicer and Others. Neither the Sub-Servicer nor any of the officers, employees or agents of the Sub-Servicer shall be under any liability to the Master Servicer 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 Sub-Servicer or any such Person person against liability for any breach of any representation, warranty or covenant made herein, or failure to perform its obligations in compliance with the Servicing Standard, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense expenses or liability specifically required to be borne by the Sub-Servicer such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith, fraud or negligence in the performance of obligations or duties hereunder, or by reason of negligent disregard of obligations or duties hereunder. The Sub-Servicer and any officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind which, prima facie, is facie properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under this Agreement and either (i) it is specifically required to bear the costs of such action or (ii) such action will not, in its opinion does not expose reasonable and good faith judgment, involve it to in any expenses ultimate expense or liability for which it would not be reimbursed hereunder; provided, however, that the Sub-Servicer may, with the consent of the Master Servicer, undertake any such action that which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholdershereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Master Servicer will be liable and the Sub-Servicer shall be entitled to be reimbursed to the extent therefor from the Master Servicer is reimbursed therefor by the Trust. If and only to the extent provided pursuant to Section 6.03 of the Pooling and Servicing Agreement, the Sub-Servicer and its directors, members, managers, officers, employees and agents shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with or relating to this Agreement or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne by the Sub-Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by the Sub-Servicer herein, or (iii) incurred by reason of the Sub-Servicer’s bad faith, willful misconduct, fraud or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties. The Sub-Servicer shall not have any direct rights of indemnification that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only through the Master Servicer to the full extent that the Master Servicer is indemnified by the Trust for such amounts pursuant to the Pooling and Servicing Agreementupon written demand.

Limitation on Liability of the Sub-Servicer and Others. Neither the Sub-Servicer nor any of the officers, employees or agents of the Sub-Servicer shall be under any liability to the Master Servicer 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 Sub-Servicer or any such Person person against liability for any breach of any representation, representation or warranty or covenant made herein, or failure to perform its obligations in compliance with the Servicing Standard, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by the Sub-Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith, fraud faith or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties hereunderand duties. The Sub-Servicer and any officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind whichconforming to the requirements of this Agreement for the truth and accuracy of the contents of that document (and as to certificates and opinions, including Opinions of Counsel, for the truth of the statements made therein and the correctness of the opinions expressed therein) reasonably believed or in good faith believed by it to be genuine and to have been signed or presented by the proper party or parties, which document, prima facie, is properly executed and submitted by any appropriate Person, or any employee or agent of any Person (including legal counsel as to opinions), respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal or administrative action unless such action (whether in equity or at law), proceeding, hearing or examination that is related not incidental to its respective duties under this Agreement and or which, in its opinion does not expose may involve it to in any ultimate expenses or liability for which it would not be reimbursed hereunderliability; provided, however, the Sub-Servicer may, with the consent of the Master Servicer, undertake any such action action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholdershereto. In such event, the reasonable legal expenses and costs of such action action, proceeding, hearing or examination and any liability resulting therefrom therefrom, to the extent the same are expenses, costs and liabilities of the Trust Fund pursuant to the Pooling and Servicing Agreement, shall be expenses, costs and liabilities for which of the Master Servicer and the Sub-Servicer shall be entitled to be reimbursed to the extent therefor from the Master Servicer is reimbursed therefor by the Trustupon written demand. If and only to To the extent provided pursuant to in Section 6.03 of the Pooling and Servicing Agreement, the Sub-Servicer and its directors, members, managers, officers, employees and agents shall be indemnified and held harmless by the Trust Fund against any and all claimsloss, lossesliability, penaltiesclaim, finesdamages, forfeiturespenalty, fine, or expense, including reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any actual or threatened legal action or claim relating to this Agreement Agreement, the Certificates or the CertificatesTrust, other than any loss, liability or expense: (i) specifically required to be borne by the Sub-Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with a legal action or claim against such party resulting from any breach of a representation or warranty made by the Sub-Servicer herein, or (iii) incurred by reason in connection with a legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of the Sub-Servicer’s bad faith, willful misconduct, fraud or negligence in the performance of its obligations or duties hereunder, or by reason of resulting from negligent disregard of such obligations or duties. The Sub-Servicer shall not have any direct rights of indemnification that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only Trust Fund except through the Master Servicer as described above. For the purposes of indemnification of the Sub-Servicer and limitation of liability, the Sub-Servicer will be deemed not to have engaged in willful misfeasance or committed bad faith, fraud or negligence in the full extent that performance of its respective obligations or duties or acted in negligent disregard or other disregard of its respective obligations or duties hereunder if the Sub-Servicer, fails to follow the terms of the Mortgage Loan Documents because the Master Servicer is indemnified by in its reasonably exercised judgment determines that following the Trust terms of the Mortgage Loan Documents would or potentially would conflict with the REMIC Provisions of the Code and potentially would result in an Adverse REMIC Event. If at any time the Sub-Servicer thinks that following the terms of the Mortgage Loan Documents would or potentially would result in an Adverse REMIC Event, the Sub-Servicer shall promptly notify the Master Servicer and the Master Servicer shall make the determination for such amounts pursuant to the Pooling and Servicing Agreementpurposes of this paragraph.

Limitation on Liability of the Sub-Servicer and Others. Neither the Sub-Servicer nor any of the officers, employees or agents of the Sub-Servicer shall be under any liability to the Master Servicer 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 Sub-Servicer or any such Person against liability for any breach of any representation, warranty or covenant made herein, or failure to perform its obligations in compliance with the Servicing Standard, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by the Sub-Servicer without right of reimbursement pursuant to the terms hereof, or any liability which would otherwise be imposed by reason of willful misconduct, bad faith, fraud or negligence in the performance of obligations or duties hereunder, or by reason of negligent disregard of obligations or duties hereunder. (a) The ------------------------------------------------------ Sub-Servicer and any director, officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person person respecting any matters arising thereunder. The Sub-Servicer and any director, officer, employee or agent of the Sub-Servicer shall be indemnified and held harmless by the Master Servicer 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 to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. . (b) To the extent that the Sub-Servicer incurs any loss, liability or expense arising out of or in connection with this Agreement, the Master Servicer hereby assigns to the Sub-Servicer the Master Servicer's right to indemnification from the Trust Fund pursuant to Section 6.03 of the Pooling Agreement; provided, however, that in the event the Master Servicer seeks indemnification pursuant to Section 6.03 of the Pooling Agreement for itself from the Trust Fund, the Sub-Servicer shall be indemnified pursuant to clause (a) hereof. (c) The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and and, in its opinion opinion, does not expose involve it to in any expenses expense or liability for which it would not be reimbursed hereunderliability; provided, however, that the Sub-Servicer may, with the consent of the Master Servicer, may in its discretion undertake any such action that which it may deem necessary or desirable in with respect to this Agreement and the rights and duties of the parties hereto and the interests of the CertificateholdersCertificateholders hereunder. In such event, pursuant to clause (b) above, the reasonable legal expenses and costs of such action and any liability resulting therefrom (except any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder) shall be expenses, costs and liabilities for which of either the Master Servicer or the Trust Fund. In the case of reimbursement from the Trust Fund, the Sub-Servicer shall be entitled to be reimbursed to therefor from the extent the Master Servicer is reimbursed therefor by the Trust. If Collection Account as and only to the extent provided pursuant to in Section 6.03 3.11 of the Pooling and Servicing Agreement, the Sub-Servicer and its directors, members, managers, officers, employees and agents shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with or relating to this Agreement or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne by the Sub-Servicer, without such right of reimbursement, pursuant reimbursement being prior to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by the Sub-Servicer herein, or (iii) incurred by reason rights of the Sub-Servicer’s bad faith, willful misconduct, fraud or negligence Certificateholders to receive any amount in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties. The Sub-Servicer shall not have any direct rights of indemnification that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only through the Master Servicer to the full extent that the Master Servicer is indemnified by the Trust for such amounts pursuant to the Pooling and Servicing AgreementCollection Account.

Limitation on Liability of the Sub-Servicer and Others. Neither the Sub-Servicer nor any of the officers, employees or agents of the Sub-Servicer shall be under any liability to the Master Servicer 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 Sub-Servicer or any such Person person against liability to the Master Servicer for any breach of any representation, a representation or warranty or covenant made herein, or failure to perform its obligations in strict compliance with the Servicing Standardservicing standards, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement, or against any expense or liability specifically required to be borne by the Sub-Servicer such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith, fraud or negligence in the performance of obligations or duties hereunder, or by reason of negligent disregard of obligations or duties hereunder. The Sub-Servicer and any officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind whichkind, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under this Agreement and (a) it is specifically required to bear the costs of such legal action or (b) in its opinion does not expose involve it to in any expenses ultimate expense or liability for which it would not be reimbursed hereunderliability; provided, however, that the Sub-Servicer may, with the consent of the Master Servicer, undertake any such action that which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholdershereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Master Servicer will be liable and the Sub-Servicer shall be entitled to be reimbursed to the extent therefor from the Master Servicer is reimbursed therefor by the Trust. If and only to the extent provided pursuant to Section 6.03 of the Pooling and Servicing Agreement, the Sub-Servicer and its directors, members, managers, officers, employees and agents shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with or relating to this Agreement or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne by the Sub-Servicer, without right of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by the Sub-Servicer herein, or (iii) incurred by reason of the Sub-Servicer’s bad faith, willful misconduct, fraud or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties. The Sub-Servicer shall not have any direct rights of indemnification that may be satisfied out of assets of the Trust, but will be entitled to the indemnification described above only through the Master Servicer to the full extent that the Master Servicer is indemnified by the Trust for such amounts pursuant to the Pooling and Servicing Agreementupon written demand.