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

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or the EMC Servicer, the Custodian or any of the directors, officers, employees or agents of the Depositor, the Seller Seller, the Master Servicer, the Custodian or the Master EMC Servicer (each, a "Protected Party") shall be under any liability to any Indemnified Person, the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, provided that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party from any liability which that would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderhereunder or, in the case of the Master Servicer, its liability pursuant to Section 7.03(a). The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties 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 Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, Certificates other than any loss, liability or expense related to any a specific Mortgage Loan or Mortgage Loans (Loans, except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) Agreement and any loss, liability or expense incurred by reason of such Protected Party's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. None hereunder or, in the case of the DepositorMaster Servicer, the Seller or the Master Servicer its liability pursuant to Section 7.03(a). No Protected Party shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; providedprovided that a Protected Party may, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer such Protected Party shall be entitled to be reimbursed therefor out of the Certificate AccountMaster Servicer Collection Account as provided by Section 4.03 and out of the Distribution Account as provided in Section 4.05 hereof.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein in this Agreement or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder this Agreement. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, provided that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which that would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, provided that any of the Depositor, the Seller or the Master Servicer may may, in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate AccountAccount as provided by Section 3.08 hereof.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Custodian or the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Seller, the Custodian or the Master Servicer (each, a "Protected Party") shall be under any liability to any Indemnified Person, the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, provided that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party from any liability which that would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderhereunder or, in the case of the Master Servicer, its liability pursuant to Section 7.03(a). The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties 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 Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, Certificates other than any loss, liability or expense related to any a specific Mortgage Loan or Mortgage Loans (Loans, except as any such loss, liability or expense that shall be otherwise reimbursable pursuant to this Agreement) , and other than any loss, liability or expense incurred by reason of such Protected Party's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunderhereunder or, in the case of the Master Servicer, its liability pursuant to Section 7.03(a). None of the DepositorSeller, the Seller or the Master Servicer or the Depositor shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, provided that any of the Depositor, the Seller or the Master Servicer such Person may in its discretion undertake any such action that 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 Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer such Person shall be entitled to be reimbursed therefor out of the Certificate AccountMaster Servicer Collection Account as provided by Section 4.03 and out of the Distribution Account as provided in Section 4.05 hereof.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, provided that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which that would otherwise be imposed by reasons 107 of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, provided that any of the Depositor, the Seller or the Master Servicer may may, in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate AccountAccount as provided by Section 3.08 hereof.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, provided that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the 108 Depositor, the Seller, the Master Servicer or any such Person from any liability which that would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, provided that any of the Depositor, the Seller or the Master Servicer may may, in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate AccountAccount as provided by Section 3.08 hereof.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or the Seller or any of the directors, officers, employees or agents of the Depositor, the Seller Master Servicer or the Master Servicer Seller shall be under any liability to the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the SellerMaster Servicer, the Master Servicer Seller or any such Person against any breach of representations or warranties made by it herein in this Agreement or protect the Depositor, the SellerMaster Servicer, the Master Servicer Seller or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the SellerMaster Servicer, the Master Servicer Seller and any director, officer, employee or agent of the Depositor, the Seller Master Servicer or the Master Servicer Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder this Agreement. The Depositor, the Seller, the Master Servicer or the Seller and any director, officer, employee or agent of the Depositor, the Seller Master Servicer, or the Master Servicer Seller shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller Master Servicer or the Master Servicer Seller shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Master Servicer or the Master Servicer Seller may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller Master Servicer and the Master Servicer Seller shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.specific

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or the EMC Servicer, the Custodian or any of the directors, officers, employees or agents of the Depositor, the Seller Seller, the Master Servicer, the Custodian or the Master EMC Servicer (each, a “Protected Party”) shall be under any liability to any Indemnified Person, the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, provided that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party from any liability which that would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderhereunder or, in the case of the Master Servicer, its liability pursuant to Section 7.03(a). The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties 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 Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, Certificates other than any loss, liability or expense related to any a specific Mortgage Loan or Mortgage Loans (Loans, except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) Agreement and any loss, liability or expense incurred by reason of such Protected Party’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. None of the Depositor, the Seller Seller, the Master Servicer, the Custodian or the Master EMC Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, provided that any of the Depositor, the Seller or Seller, the Master Servicer may or the EMC Servicer may, in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller Seller, the Master Servicer and the Master EMC Servicer shall be entitled to be reimbursed therefor out of the Certificate AccountMaster Servicer Collection Account as provided by Section 4.03 and out of the Distribution Account as provided in Section 4.05 hereof.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer Servicer, the NIM Insurer, or any of the directors, officers, employees employees, or agents of the Depositor, the Seller Seller, the NIM Insurer, or the Master Servicer shall be under any liability liable to the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this . This provision shall not protect the Depositor, the Seller, the Master Servicer Servicer, or any such Person person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer Servicer, or any such Person person from any liability which that would otherwise be imposed by reasons of for willful misfeasance, bad faith faith, or gross negligence in the performance of duties or by reason because of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer Servicer, the NIM Insurer, and any director, officer, employee employee, or agent of the Depositor, the Seller Seller, the NIM Insurer, or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the NIM Insurer, the Seller, the Master Servicer Servicer, and any director, officer, employee employee, or agent of the Depositor, the Seller Seller, the NIM Insurer or the Master Servicer shall be indemnified by the Trust Fund and held harmless against for any loss, liability liability, or expense incurred in connection with any audit, controversy controversy, or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability liability, or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability liability, or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability liability, or expense incurred by reason because of willful misfeasance, bad faith faith, or gross negligence in the performance of duties hereunder or by reason because of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller NIM Insurer, the Seller, or the Master Servicer shall be under any obligation to need appear in, prosecute prosecute, or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, that any . Any of the Depositor, the Seller NIM Insurer, the Seller, or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable deems appropriate in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such the action and any liability resulting therefrom from it shall be expenses, costs costs, and liabilities of the Trust Fund, and the Depositor, the Seller NIM Insurer, the Seller, and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, provided that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which that would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, provided that any of the Depositor, the Seller or the Master Servicer may may, in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate AccountAccount as provided by Section 3.08 hereof.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason because of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Seller, the Master Servicer Servicer, and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason because of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason because of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable appropriate in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller Seller, and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Custodian or the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Seller, the Custodian or the Master Servicer (each, a "Protected Party") shall be under any liability to any Indemnified Person, the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, provided that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party from any liability which that would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderhereunder or, in the case of the Master Servicer, its liability pursuant to Section 7.03(a). The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties 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 Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, Certificates other than any loss, liability or expense related to any a specific Mortgage Loan or Mortgage Loans (Loans, except as any such loss, 100 liability or expense that shall be otherwise reimbursable pursuant to this Agreement) , and other than any loss, liability or expense incurred by reason of such Protected Party's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunderhereunder or, in the case of the Master Servicer, its liability pursuant to Section 7.03(a). None of the DepositorSeller, the Seller or the Master Servicer or the Depositor shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; provided, however, provided that any of the Depositor, the Seller or the Master Servicer such Person may in its discretion undertake any such action that 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 Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer such Person shall be entitled to be reimbursed therefor out of the Certificate AccountMaster Servicer Collection Account as provided by Section 4.03 and out of the Distribution Account as provided in Section 4.05 hereof.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, Seller or the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer (each, a “Protected Party”) shall be under any liability to any Indemnified Person, the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, provided that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party from any liability which that would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderhereunder or, in the case of the Master Servicer, its liability pursuant to Section 7.03(a). The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties 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 Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, Certificates other than any loss, liability or expense related to any a specific Mortgage Loan or Mortgage Loans (Loans, except as any such loss, liability or expense that shall be otherwise reimbursable pursuant to this Agreement) Agreement and any loss, liability or expense incurred by reason of such Protected Party’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. None hereunder or, in the case of the DepositorMaster Servicer, the Seller or the Master Servicer its liability pursuant to Section 7.03(a). No Protected Party shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; providedprovided that a Protected Party may, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer Protected Party shall be entitled to be reimbursed therefor out of the Certificate AccountMaster Servicer Collection Account as provided by Section 4.03 and out of the Distribution Account as provided in Section 4.05 hereof.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master 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 Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or the EMC Servicer, the Custodian or any of the directors, officers, employees or agents of the Depositor, the Seller Seller, the Master Servicer, the Custodian or the Master EMC Servicer (each, a "Protected Party") shall be under any liability to any Indemnified Person, the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, provided that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party from any liability which that would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderhereunder or, in the case of the Master Servicer, its liability pursuant to Section 7.03(a). The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties 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 Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, Certificates other than any loss, liability or expense related to any a specific Mortgage Loan or Mortgage Loans (Loans, except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) Agreement and any loss, liability or expense incurred by reason of such Protected Party’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. None hereunder or, in the case of the DepositorMaster Servicer, the Seller or the Master Servicer its liability pursuant to Section 7.03(a). No Protected Party shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; providedprovided that a Protected Party may, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer such Protected Party shall be entitled to be reimbursed therefor out of the Certificate AccountMaster Servicer Collection Account as provided by Section 4.03 and out of the Distribution Account as provided in Section 4.05 hereof.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, Seller or the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer (each, a “Protected Party”) shall be under any liability to any Indemnified Person, the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, provided that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party from any liability which that would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderhereunder or, in the case of the Master Servicer, its liability pursuant to Section 7.03(a). The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties 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 Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, Certificates other than any loss, liability or expense related to any a specific Mortgage Loan or Mortgage Loans (Loans, except as any such loss, liability or expense that shall be otherwise reimbursable pursuant to this Agreement) Agreement and any loss, liability or expense incurred by reason of such Protected Party’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. None hereunder or, in the case of the DepositorMaster Servicer, the Seller or the Master Servicer its liability pursuant to Section 7.03(a). No Protected Party shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; providedprovided that a Protected Party may, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer such Protected Party shall be entitled to be reimbursed therefor out of the Certificate AccountMaster Servicer Collection Account as provided by Section 4.03 and out of the Distribution Account as provided in Section 4.05 hereof.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or the EMC Servicer, the Custodian or any of the directors, officers, employees or agents of the Depositor, the Seller Seller, the Master Servicer, the Custodian or the Master EMC Servicer (each, a "Protected Party") shall be under any liability to any Indemnified Person, the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, provided that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party from any liability which that would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderhereunder or, in the case of the Master Servicer, its liability pursuant to Section 7.03(a). The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties 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 Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, Certificates other than any loss, liability or expense related to any a specific Mortgage Loan or Mortgage Loans (Loans, except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) Agreement and any loss, liability or expense incurred by reason of such Protected Party's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. None hereunder or, in the case of the DepositorMaster Servicer, the Seller or the Master Servicer its liability pursuant to Section 7.03(a). No Protected Party shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; providedprovided that a Protected Party may, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer Protected Party shall be entitled to be reimbursed therefor out of the Certificate AccountMaster Servicer Collection Account as provided by Section 4.03 and out of the Distribution Account as provided in Section 4.05 hereof.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the applicable subaccount of the Certificate Account.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or the EMC Servicer, the Custodian or any of the directors, officers, employees or agents of the Depositor, the Seller Seller, the Master Servicer, the Custodian or the Master EMC Servicer (each, a “Protected Party”) shall be under any liability to any Indemnified Person, the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, provided that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person Protected Party from any liability which that would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderhereunder or, in the case of the Master Servicer, its liability pursuant to Section 7.03(a). The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties 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 Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Protected Parties shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, Certificates other than any loss, liability or expense related to any a specific Mortgage Loan or Mortgage Loans (Loans, except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) Agreement and any loss, liability or expense incurred by reason of such Protected Party’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. None hereunder or, in the case of the DepositorMaster Servicer, the Seller or the Master Servicer its liability pursuant to Section 7.03(a). No Protected Party shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which that in its opinion may involve it in any expense or liability; providedprovided that a Protected Party may, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be be, expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer such Protected Party shall be entitled to be reimbursed therefor out of the Certificate AccountMaster Servicer Collection Account as provided by Section 4.03 and out of the Distribution Account as provided in Section 4.05 hereof.

Limitation on Liability of the Depositor, the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific VI-1 89 Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.