Common use of Limitation on Liability of the Depositor 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 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 SellerSellers, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any Seller or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer or any 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 any Seller or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerMaster Servicer, the Master Servicer any 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 each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or each 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 hereunder. The Depositor, the SellerMaster Servicer, the Master Servicer each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or any 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 or the Master Servicer or any 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 or the Master Servicer or any 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 and the Master Servicer and each Seller shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerServicer, the Master Servicer Trustee and Others. None of Neither the Depositor, the Seller, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Depositor or the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, Depositor or the Seller, the Master Servicer or any such Person against any breach of warranties or representations made herein, or warranties made by it herein failure to perform its obligations in strict compliance with 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 any breach of obligations the terms and duties hereunderconditions of this Agreement. The Depositor, the SellerServicer, the Master Servicer Trustee, and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master Servicer Trustee 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 Neither the Depositor, the Seller or Servicer nor 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 Trustee shall be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its respective duties hereunder to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve cause it in to incur any expense expenses or liability; provided, however, that any of the Depositor, the Seller Servicer or the Master Servicer Trustee may in its discretion (and, in the case of the Depositor or the Servicer, with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunderhereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of payable from the Trust Fund, Collection Account and the Depositor, the Seller and Servicer or the Master Servicer Trustee shall be entitled to be reimbursed therefor out of the Certificate AccountCollection Account as provided by Section 4.06; provided that no such right of reimbursement shall exist with respect to the Servicer when such claim relates to the failure of the Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by the Servicer hereunder.

Limitation on Liability of the Depositor. the SellerServicer, the Master Servicer Trustee and Others. None of Neither the Depositor, the Seller, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Depositor or the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, Depositor or the Seller, the Master Servicer or any such Person against any breach of warranties or representations made herein, or warranties made by it herein failure to perform its obligations in strict compliance with 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 any breach of obligations the terms and duties hereunderconditions of this Agreement. The Depositor, the SellerServicer, the Master Servicer Trustee, and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master Servicer Trustee 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 Neither the Depositor, the Seller or Trustee nor 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 which is not incidental to its respective duties hereunder to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve cause it in to incur any expense expenses or liability; provided, however, that any of the Depositor, the Seller Trustee or the Master Servicer may in its discretion (and, in the case of the Depositor or the Servicer, with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunderhereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of payable from the Trust Fund, Collection Account and the Depositor, the Seller and Servicer or the Master Servicer Trustee shall be entitled to be reimbursed therefor out of the Certificate AccountCollection Account as provided by Section 4.06; provided that no such right of reimbursement shall exist with respect to the Servicer when such claim relates to the failure of the Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by the Servicer hereunder.

Limitation on Liability of the Depositor. the SellerSellers, ---------------------------------------------------------------------- the Master Servicer and Others. ------------------------ None of the Depositor, the SellerSellers, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Sellers 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 SellerSellers, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerSellers, 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 SellerSellers, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers 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 SellerSellers, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers 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 Sellers 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 Sellers 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 Sellers and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerSellers, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any Seller or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer or any 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 any Seller 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 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 each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or each 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 hereunder. The Depositor, the SellerMaster Servicer, the Master Servicer each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or any 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 or the Master Servicer or any 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 or the Master Servicer or any 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 and the Master Servicer and each Seller shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the Seller, the Master Servicer 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 SellerServicer, the Master Servicer Trustee and Others. None of Neither the Depositor, the Seller, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Depositor or the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, Depositor or the Seller, the Master Servicer or any such Person against any breach of warranties or representations made herein, or warranties made by it herein failure to perform its obligations in strict compliance with 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 any breach of obligations the terms and duties hereunderconditions of this Agreement. The Depositor, the SellerServicer, the Master Servicer Trustee, and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master Servicer Trustee 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 Neither the Depositor, the Seller or Servicer nor 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 Trustee shall be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its respective duties hereunder to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve cause it in to incur any expense expenses or liability; provided, however, that any of the Depositor, the Seller Servicer or the Master Servicer Trustee may in its discretion (and, in the case of the Depositor or the Servicer, with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunderhereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of payable from the Trust Fund, Collection Account and the Depositor, the Seller and Servicer or the Master Servicer Trustee shall be entitled to be reimbursed therefor out of the Certificate AccountCollection Account as provided by Section 5.09; provided that no such right of reimbursement shall exist with respect to the Servicer when such claim relates to the failure of the Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by the Servicer hereunder.

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 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 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 and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerSecurities Administrator, the Master Servicer, the Servicer and Others. None of the Depositor, the SellerMaster Servicer, the Master Servicer or Servicer, the Securities Administrator nor any of the directors, officers, employees or agents of the Depositor, the Seller Master Servicer, the Servicer or the Master Servicer Securities Administrator 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, that this provision shall not protect the Depositor, the SellerMaster Servicer, the Master Servicer Servicer, the Securities Administrator or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerMaster Servicer, the Master Servicer Servicer, the Securities Administrator 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 SellerMaster Servicer, the Master Servicer or the Securities Administrator and any director, officer, employee or agent of the Depositor, the Seller Master Servicer, the Servicer or the Master Servicer Securities Administrator 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 SellerMaster Servicer, the Master Servicer Servicer, the Securities Administrator and any director, officer, employee or agent of the Depositor, the Seller Master Servicer, the Servicer or the Master Servicer Securities Administrator shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense expense, incurred in connection with the performance of their duties under this agreement or 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 Agreementi) 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 hereunderhereunder or (ii) which does not constitute an "unanticipated expense" within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). None of the Depositor, the Seller or Master Servicer, the Master Servicer nor the Securities Administrator 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, that any of the Depositor, the Seller Master Servicer, the Servicer or the Master Servicer may Securities Administrator in its discretion may 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 expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller Master Servicer, the Servicer and the Master Servicer Securities Administrator shall be entitled to be reimbursed therefor out of the Collection Account as provided by Section 3.08 hereof. In addition, the Master Servicer and Securities Administrator shall be entitled to be reimbursed out of the Certificate AccountAccount for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Master Servicer or Securities Administrator on behalf of the Trust Fund in accordance with any of the provisions of this Agreement (including, without limitation: (A) the reasonable compensation and the expenses and disbursements of its counsel, but only for representation of each of the Master Servicer or Securities Administrator acting in its capacity as Master Servicer or Securities Administrator hereunder, respectively, and (B) to the extent that the Securities Administrator must engage persons not regularly in its employ to perform acts or services on behalf of the Trust Fund, which acts or services are not in the ordinary course of the duties of a securities administrator, in the absence of a breach or default by any party hereto, the reasonable compensation, expenses and disbursements of such persons), except any such compensation, expense, disbursement or advance that either (i) arises from its negligence, bad faith or willful misconduct or (ii) does not constitute an "unanticipated expense" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii).

Limitation on Liability of the Depositor. the SellerSellers, the Master Servicer and Others. None of the Depositor, the SellerSellers, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Sellers 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 SellerSellers, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerSellers, 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 SellerSellers, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers 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 SellerSellers, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers 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 Sellers 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 Sellers 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 Sellers 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 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 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 77 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 SellerSellers, the Master Servicer Servicer, the NIM Insurer and Others. None of the Depositor, the SellerSellers, the NIM Insurer or the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Sellers, the NIM Insurer or the Master Servicer shall be under any liability to the Trustee (except as provided in Section 8.05), 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 SellerSellers, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerSellers, 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 SellerSellers, the NIM Insurer, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers, 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 SellerSellers, the NIM Insurer, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers, the NIM Insurer 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 Sellers, the NIM Insurer 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 Sellers, the NIM Insurer 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 Sellers, the NIM Insurer 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 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 SellerSellers, ------------------------------------------------------ the Master Servicer and Others. ------------------------------ None of the Depositor, the Seller, the Master Servicer or any Seller or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer or any 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 any Seller or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerMaster Servicer, the Master Servicer any 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 each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or each 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 hereunder. The Depositor, the SellerMaster Servicer, the Master Servicer each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or any 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 or the Master Servicer or any 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 or the Master Servicer or any 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 and the Master Servicer and each 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.

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----------------------------------------------------------- Sellers, the Master Servicer and Others. --------------------------------- None of the Depositor, the SellerSellers, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Sellers 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 SellerSellers, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerSellers, 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 SellerSellers, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers 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 SellerSellers, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers 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 Sellers 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 Sellers 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 Sellers 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. Others None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, Depositor or of the Seller or the Master Servicer shall be under any liability to the Trust Estate or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of warranties or 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 reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Depositor 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 Depositor or the Master Servicer shall be indemnified by the Trust Fund Estate 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 Neither of the Depositor, Depositor nor the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its respective duties hereunder under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Depositor or the Master Servicer may in its discretion undertake any such action that which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundEstate, and the Depositor, the Seller Depositor and the Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the Certificate AccountMortgage Loans on deposit in the Servicer Custodial Account as provided by Section 3.11.

Limitation on Liability of the Depositor. the SellerTHE SELLER, the Master Servicer and OthersTHE 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 AccountProtected Account as provided by Section 4.02 and out of the Distribution Account as provided in Section 4.05 hereof.

Limitation on Liability of the Depositor. the Seller, the Master Servicer 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 ---------- Neither the Depositor, the SellerServicer, the Master any Sub-Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Servicer or the Master any Sub-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, Depositor or the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, Depositor or the Seller, the Master Servicer or any such Person 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 SellerServicer, the Master any Sub-Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master any Sub- 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 SellerServicer, the Master any Sub-Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master any Sub-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, provided that the foregoing indemnification by the Trust Fund shall be limited to amounts that would otherwise be distributable with respect to the Class S Certificates. None of Neither the Depositor, the Seller or the Master Servicer nor any Sub-Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its their respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of either the Depositor, the Seller Servicer or the Master any Sub-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 SellerServicer, the Master Servicer and Others. None of the Depositor, the SellerServicer, the Securities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Servicer 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, that this provision shall not protect the Depositor, the SellerServicer, the Securities Administrator, the Master Servicer or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect the Depositor, the Seller, the Master Servicer or against any specific liability imposed on any such Person from pursuant hereto or against any liability which 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 hereunder. The Depositor, the SellerServicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or Servicer, the Securities Administrator and the Master Servicer may rely in good faith on any document of any kind prima facie which, PRIMA FACIE, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the SellerServicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer, the Securities Administrator or the Master Servicer shall be indemnified and held harmless 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, the Certificates or any Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense incurred other than 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 Servicer, the Securities Administrator or the Master Servicer shall 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, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, the Servicer, the Securities Administrator and the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom (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 Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor out from the Collection Account or the Distribution Account as and to the extent provided in Article III and Article IV, any such right of reimbursement being prior to the rights of the Certificate Certificateholders to receive any amount in the Collection Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, the Servicer shall not be liable for any actions or inactions prior to the Cut-off Date of any prior servicer of the Mortgage Loans and the Master Servicer shall not be liable for any action or inaction of the Servicer, except to the extent expressly provided herein, or the Credit Risk Manager.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Othersothers. 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 Neither the Depositor, the Seller, the Master Servicer or nor 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, 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 Depositor may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Seller, the Master Servicer Depositor and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Depositor shall be indemnified and held harmless 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 or duties hereunder. None of the Depositor, the Seller or the Master Servicer The Depositor shall be under any no obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder under this Agreement and which in its opinion may does not involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer Depositor may in its discretion undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders hereunder. In such event, and provided that such action has been consented to by the Holders of Certificates entitled to at least 51% of the Voting Rights, 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 Depositor shall be entitled to be reimbursed therefor out of from the Certificate AccountAccount as provided in Section 3.04.

Limitation on Liability of the Depositor. the Seller, the Master Servicer 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 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 and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator and Others. None of the Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator or any director, officer, employee or agent of any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer foregoing shall be under any liability to the Trust or the Certificateholders for any action taken taken, or for refraining from the taking of any action not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator or any such other Person against any breach of representations a representation or warranties warranty made by it herein herein, or protect against any expense or liability specifically required to be borne thereby pursuant to the Depositorterms hereof, the Seller, the Master Servicer or any such Person from against any liability which that would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of obligations or duties hereunder, or by reason of negligent or reckless disregard of such obligations and duties hereunderduties. The Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator and any director, manager, member, officer, employee or agent (including Sub-Servicers) of any of the Depositor, the Seller or the Master Servicer foregoing may rely in good faith on any document of any kind that, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator and any director, manager, member, officer, employee or agent (including Sub-Servicers) of any of the Depositor, the Seller or the Master Servicer foregoing shall be indemnified and held harmless by the Trust Fund and held harmless against any loss, liability or expense expense, including reasonable attorneys' fees, expenses of counsel and expenses of litigation, incurred in connection with any audit, controversy claims or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement Agreement, the Certificates or any asset of the CertificatesTrust, other than any loss, liability or expense related expense: (i) specifically required to any specific Mortgage Loan or Mortgage Loans (except as any be borne by such loss, liability or expense shall be otherwise reimbursable Person pursuant to this Agreementthe terms hereof, including, without limitation, Section 10.01(h); or (ii) and that was incurred in connection with claims against such party resulting from (A) any lossbreach of a representation or warranty made herein by such party, liability or expense incurred by reason of (B) willful misfeasance, bad faith faith, recklessness or gross negligence in the performance of obligations or duties hereunder by such party, or by reason of from negligent or reckless disregard of such obligations and duties hereunderor duties, or (C) any violation by such party of any state or federal securities law. None of the Depositor, the Seller Master Servicer, the Special Servicer or the Master Servicer REMIC Administrator shall be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder and which under this Agreement and, except in the case of a legal action contemplated by Section 3.22, in its opinion may does not involve it in any ultimate expense or liability; provided, however, that any of the Depositor, the Seller Master Servicer, the Special Servicer or the Master Servicer REMIC Administrator may in its discretion undertake any such action that which it may deem necessary or desirable in with respect to the enforcement and/or protection of this Agreement and the rights and duties of the parties hereto and the interests of the Trustee and Certificateholders, the Certificateholders hereunderrights of the Certificateholders. In such event, the legal expenses and costs of such action action, and any liability resulting therefrom therefrom, shall be expenses, costs and liabilities of the Trust FundTrust, and the Depositor, the Seller Master Servicer, the Special Servicer and the Master Servicer REMIC Administrator each shall be entitled to the direct payment of such expenses or to be reimbursed therefor out of from the Certificate AccountAccount as provided in Section 3.05(a).

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 SellerSecurities Administrator, the Master Servicer, the Servicer and Others. None of the Depositor, the SellerMaster Servicer, the Master Servicer or Servicer, the Securities Administrator nor any of the directors, officers, employees or agents of the Depositor, the Seller Master Servicer, the Servicer or the Master Servicer Securities Administrator 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, that this provision shall not protect the Depositor, the SellerMaster Servicer, the Master Servicer Servicer, the Securities Administrator or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerMaster Servicer, the Master Servicer Servicer, the Securities Administrator 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 SellerMaster Servicer, the Master Servicer or the Securities Administrator and any director, officer, employee or agent of the Depositor, the Seller Master Servicer, the Servicer or the Master Servicer Securities Administrator 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 SellerMaster Servicer, the Master Servicer Servicer, the Securities Administrator and any director, officer, employee or agent of the Depositor, the Seller Master Servicer, the Servicer or the Master Servicer Securities Administrator shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense expense, incurred in connection with the performance of their duties under this agreement or 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 Agreementi) 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 hereunderhereunder or (ii) which does not constitute an "unanticipated expense" within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). None of the Depositor, the Seller or Master Servicer, the Master Servicer nor the Securities Administrator 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, that any of the Depositor, the Seller Master Servicer, the Servicer or the Master Servicer may Securities Administrator in its discretion may 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 expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller Master Servicer, the Servicer and the Master Servicer Securities Administrator shall be entitled to be reimbursed therefor out of the Collection Account as provided by Section 3.08 hereof. In addition, the Master Servicer and Securities Administrator shall be entitled to be reimbursed out of the Certificate AccountAccount for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Master Servicer or Securities Administrator on behalf of the Trust Fund in accordance with any of the provisions of this Agreement (including, without limitation: (A) the reasonable compensation and the expenses and disbursements of its counsel, but only for representation of each of the Master Servicer or Securities Administrator acting in its capacity as Master Servicer or Securities Administrator hereunder, respectively, and (B) to the extent that the Securities Administrator must engage persons not regularly in its employ to perform acts or services on behalf of the Trust Fund, which acts or services are not in the ordinary course of the duties of a securities administrator, in the absence of a breach or default by any party hereto, the reasonable compensation, expenses and disbursements of such persons), except any such compensation, expense, disbursement or advance that either (i) arises from its negligence, bad faith or willful misconduct or (ii) does not constitute an "unanticipated expense" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). On each Distribution Date, the Securities Administrator shall be entitled to the Securities Administrator Fee as compensation for its services hereunder.

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 SellerTHE SELLER, the Master Servicer and OthersTHE 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 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 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 SellerServicer, the Master Servicer and Others. Others ----------------------------------------------------------------------- None of the Depositor, the SellerServicer, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Servicer 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 SellerServicer, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerServicer, 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 SellerServicer, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer 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 SellerServicer, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer 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 performance thereof, 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 Servicer 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 Servicer 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 Servicer and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Collection Account.

Limitation on Liability of the Depositor. the SellerTHE SELLER, the Master Servicer and OthersTHE 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 PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the NIM Insurer, the Seller, the Master 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 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 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 legal 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 Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Depositor or of the Master Servicer shall be under any liability to the Trust Estate or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of warranties or 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 reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Depositor 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 Depositor or the Master Servicer shall be indemnified by the Trust Fund Estate 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 Neither of the Depositor, the Seller or Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its respective duties hereunder under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Depositor or the Master Servicer may in its discretion undertake any such action that which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundEstate (except any expenses, costs or liabilities incurred as a result of any breach of representations or warranties of the related party or by reason of willful misfeasance, bad faith or gross negligence in the performance of duties of such party hereunder or by reason of reckless disregard of obligations and duties of such party hereunder), and the Depositor, the Seller Depositor and the Master Servicer shall each be entitled to be reimbursed therefor out of amounts attributable to the Certificate applicable Mortgage Loans on deposit in the Master Servicer Custodial Account, as provided by Section 3.11.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. Others None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Depositor 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, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of warranties, representations or warranties covenants 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 reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Depositor 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 Depositor 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 Neither the Depositor, Depositor nor the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action or administrative action, proceeding, hearing or examination that is not incidental to its respective duties hereunder under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Depositor or the Master Servicer may in its discretion undertake any such action action, proceeding, hearing or examination that it may deem necessary or desirable in respect of to 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 action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller Depositor and the Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 and, on the Distribution Date(s) following such reimbursement, the aggregate of such expenses and costs shall be allocated in reduction of the Accrued Certificate AccountInterest on each Class entitled thereto in the same manner as if such expenses and costs constituted a Prepayment Interest Shortfall.

Limitation on Liability of the Depositor. the SellerServicer, the Master Servicer Trustee and Others. None of Neither the Depositor, the Seller, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Depositor or the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, Depositor or the Seller, the Master Servicer or any such Person against any breach of warranties or representations made herein, or warranties made by it herein failure to perform its obligations in strict compliance with 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 any breach of obligations the terms and duties hereunderconditions of this Agreement. The Depositor, the SellerServicer, the Master Servicer Trustee, and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master Servicer Trustee 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 Neither the Depositor, the Seller or Trustee nor 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 which is not incidental to its respective duties hereunder to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve cause it in to incur any expense expenses or liability; provided, however, that any of the Depositor, the Seller Trustee or the Master Servicer may in its discretion (and, in the case of the Depositor or the Servicer, with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunderhereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of payable from the Trust Fund, Collection Account and the Depositor, the Seller and Servicer or the Master Servicer Trustee shall be entitled to be reimbursed therefor out of the Certificate AccountCollection Account as provided by Section 4.06; provided that no such right of reimbursement shall exist with respect to the Servicer when 77 such claim relates to the failure of the Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by the Servicer hereunder.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. None of Neither the Depositor, the Seller, the Master Servicer or nor 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, 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 Depositor may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Seller, the Master Servicer Depositor and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Depositor shall be indemnified and held harmless 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 or duties hereunder. None of the Depositor, the Seller or the Master Servicer The Depositor shall be under any no obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder under this Agreement and which in its opinion may does not involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer Depositor may in its discretion undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders hereunder. In such event, and provided that such action has been consented to by the Holders of Certificates entitled to at least [___%] of the Voting Rights, 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 Depositor shall be entitled to be reimbursed therefor out of from the Certificate Account.Account as provided in Section 3.04. -35- 40

Limitation on Liability of the Depositor. the SellerServicers, the Master Servicer and Others. None of the Depositor, the SellerServicers, the Securities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Servicers 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, that this provision shall not protect the Depositor, a Servicer, the SellerSecurities Administrator, the Master Servicer or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect the Depositor, the Seller, the Master Servicer or against any specific liability imposed on any such Person from pursuant hereto or against any liability which 152 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 hereunder. The Depositor, each Servicer, the SellerSecurities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, each Servicer, the Seller or Securities Administrator and the Master Servicer may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, each Servicer, the SellerSecurities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, each Servicer, the Seller Securities Administrator or the Master Servicer shall be indemnified and held harmless 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, the Certificates or any Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense incurred other than 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, any Servicer, the Securities Administrator or the Master Servicer shall 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, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, each Servicer, the Securities Administrator and the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom (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 related Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor out from the related Collection Account or the Distribution Account as and to the extent provided in Article III and Article IV, any such right of reimbursement being prior to the rights of the Certificate Certificateholders to receive any amount in the related Collection Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, no Servicer shall be liable for any actions or inactions prior to the Cut-off Date of any prior servicer of the related Mortgage Loans and the Master Servicer shall not be liable for any action or inaction of either Servicer or any Interim Servicer, except to the extent expressly provided herein, or the Credit Risk Management Agreement.

Limitation on Liability of the Depositor. the SellerTHE SELLERS, the Master Servicer and OthersTHE MASTER SERVICERS AND OTHERS. None of the Depositor, the either Seller, the either Master Servicer or any of the directors, officers, employees or agents of the Depositor, the either Seller or the either 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 either Seller, the either Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the either Seller, the either 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 each Seller, the each Master Servicer and any director, officer, employee or agent of the Depositor, the each Seller or the each 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 each Seller, the each Master Servicer and any director, officer, employee or agent of the Depositor, the each Seller or the each 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 either Seller or the either 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 Depositor or the either 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 applicable Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerTHE SELLER, the Master Servicer and OthersTHE 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, 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 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 with the consent of the Certificate Insurer 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 SellerServicers, the Master Servicer and Others. None of the Depositor, the SellerServicers, the Securities Administrator, the Master Servicer Servicers or any of the directors, officers, employees or agents of the Depositor, the Seller Servicer 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 the Servicing Agreement, as applicable, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, a Servicer, the SellerSecurities Administrator, the Master Servicer or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect the Depositor, the Seller, the Master Servicer or against any specific liability imposed on any such Person from pursuant hereto or against any liability which 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 under the Servicing Agreement, as applicable. The Depositor, each Servicer, the SellerSecurities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or related Servicer, the Securities Administrator and the Master Servicer may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Sellerrelated Servicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, each Servicer, the Seller Securities Administrator or the Master Servicer shall be indemnified and held harmless 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, the Servicing Agreement, the Certificates or any Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense incurred other than by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or under the Servicing Agreement or by reason of reckless disregard of obligations and duties hereunder or under the Servicing Agreement. None of the Depositor, any Servicer, the Securities Administrator or the Master Servicer shall 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, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, each Servicer, the Securities Administrator and the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom (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 related Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor out from the Collection Account, the Custodial Account or the Distribution Account as and to the extent provided in Article III and Article IV, any such right of reimbursement being prior to the rights of the Certificate Certificateholders to receive any amount in the Collection Account, the Custodial Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, no Servicer shall be liable for any actions or inactions prior to the Cut-off Date of any prior servicer of the related Mortgage Loans and the Master Servicer shall not be liable for any action or inaction of any Servicer, except to the extent expressly provided herein, or the Credit Risk Management Agreement.

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 77 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 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 legal 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 hereunderhereunder or with respect to the Mortgage Loans including, without limitation, any rights or causes of action arising out of the origination of the Mortgage Loans. 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 SellerTHE SERVICER, the Master Servicer and OthersTHE MASTER SERVICER AND OTHERS. None of the Depositor, the SellerServicer, the Securities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Servicer 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, that this provision shall not protect the Depositor, the SellerServicer, the Securities Administrator, the Master Servicer or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect the Depositor, the Seller, the Master Servicer or against any specific liability imposed on any such Person from pursuant hereto or against any liability which 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 hereunder. The Depositor, the SellerServicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or Servicer, the Securities Administrator and the Master Servicer may rely in good faith on any document of any kind prima facie which, PRIMA FACIE, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the SellerServicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer, the Securities Administrator or the Master Servicer shall be indemnified and held harmless 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, the Certificates or any Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense incurred other than 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 Servicer, the Securities Administrator or the Master Servicer shall 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, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, the Servicer, the Securities Administrator and the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom (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 Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor out from the Collection Account or the Distribution Account as and to the extent provided in Article III and Article IV, any such right of reimbursement being prior to the rights of the Certificate Certificateholders to receive any amount in the Collection Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, the Servicer shall not be liable for any actions or inactions prior to the Cut-off Date of any prior servicer of the Mortgage Loans and the Master Servicer shall not be liable for any action or inaction of the Servicer, except to the extent expressly provided herein, or the Credit Risk Manager.

Limitation on Liability of the Depositor. the SellerSponsor, the Master Servicer Servicer, the Securities Administrator and Others. None of the Depositor, the SellerSponsor, the Master Servicer Servicer, the Securities Administrator, the Trustee, the Custodian or any of the directors, officers, employees or agents of the Depositor, the Seller Sponsor, the Master Servicer, the Securities Administrator, the Trustee or the Master Servicer Custodian (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 AccountDistribution Account as provided in Section 4.05 hereof.

Limitation on Liability of the Depositor. the SellerOriginator, the Master Servicer, the Trust Administrator, the Servicer and Others. None of the Depositor, the SellerOriginator, the Master Servicer, the Trust Administrator, the Servicer or nor any of the their respective 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 SellerOriginator, the Master Servicer Servicer, the Servicer, the Trust Administrator or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or negligence (or gross negligence in the case of the Depositor) in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the SellerOriginator, the Master Servicer Servicer, the Servicer, the Trust Administrator and any director, officer, employee or agent of the Depositor, the Seller or Originator, the Master Servicer, the Servicer and the Trust Administrator 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 SellerOriginator, the Master Servicer Servicer, the Servicer, the Trust Administrator and any director, officer, employee or agent of the Depositor, the Seller or Originator, the Master Servicer, the Servicer and the Trust Administrator shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or controversy, judicial proceeding or legal action relating to a governmental taxing authority or any legal action relating to this Agreement Agreement, the Certificates or the CertificatesMortgage Loans or any other unanticipated or extraordinary expense, 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 negligence (or gross negligence in the case of the Depositor) in the performance of their respective duties hereunder or by reason of reckless disregard of their respective obligations and duties hereunder. None of Neither the DepositorOriginator, the Seller or Master Servicer, the Master Depositor nor the 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 each of the Depositor, the Seller or Originator, the Master Servicer and the Servicer may in its discretion undertake any such action (or direct the Trustee or the Trust Administrator to undertake such actions pursuant to Section 2.03 for the benefit of the Certificateholders) 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 Originator, the Trust Administrator, the Trustee the Master Servicer and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Collection Account. The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer’s obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any payment hereunder made by the Fremont [200___-___] Pooling & Servicing Agreement 145 Master Servicer to the Trustee shall be from the Master Servicer’s own funds, without reimbursement from the Trust Fund.

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 SellerTHE SELLER, the Master Servicer and OthersTHE 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 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 73 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 SellerSellers, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any Seller or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer or any 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 any Seller or any such Person against any breach of representations or warranties made by it herein in this Agreement or 91 protect the Depositor, the SellerMaster Servicer, the Master Servicer any 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 each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or each 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 SellerMaster Servicer, the Master Servicer each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or any 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 or the Master Servicer or any 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 or the Master Servicer or any 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 and the Master Servicer and each Seller shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerTHE SELLER, the Master Servicer and OthersTHE 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 SellerServicer, the Master Servicer and Others. None of the Depositor, the SellerServicer, the Securities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Servicer 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, that this provision shall not protect the Depositor, the SellerServicer, the Securities Administrator, the Master Servicer or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect the Depositor, the Seller, the Master Servicer or against any specific liability imposed on any such Person from pursuant hereto or against any liability which 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 hereunder. The Depositor, the SellerServicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or Servicer, the Securities Administrator and the Master Servicer may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the SellerServicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer, the Securities Administrator or the Master Servicer shall be indemnified and held harmless 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, the Certificates or any Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense incurred (including, without limitation, the acts or omissions of the Interim Subservicers or the failure of an Interim Subservicer to perform in accordance with this Agreement; provided, however, that the Trust Fund shall have no obligation to indemnify the Servicer for any such acts or omissions of the Interim Subservicers unless and until the Servicer has first sought (employing commercially reasonable efforts) indemnification from the applicable Interim Subservicer) other than 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 Servicer, the Securities Administrator or the Master Servicer shall 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, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, the Servicer, the Securities Administrator and the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom (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 Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor out from the Collection Account or the Distribution Account as and to the extent provided in Article III and Article IV, any such right of reimbursement being prior to the rights of the Certificate Certificateholders to receive any amount in the Collection Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, the Servicer shall not be liable for any actions or inactions prior to the Cut-off Date of any prior servicer of the related Mortgage Loans and the Master Servicer shall not be liable for any action or inaction of the Servicer, except to the extent expressly provided herein, or the Credit Risk Management Agreement.

Limitation on Liability of the Depositor. the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator and Others. None of the Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator or any director, officer, employee or agent of any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer foregoing shall be under any liability to the Trust, the Certificateholders or any Companion Loan Holder (in the case of a Whole Loan) for any action taken taken, or for refraining from the taking of any action not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator or any such other Person against any breach of representations a representation or warranties warranty made by it herein herein, or protect against any expense or liability specifically required to be borne thereby pursuant to the Depositorterms hereof, the Seller, the Master Servicer or any such Person from against any liability which that would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of obligations or duties hereunder, or by reason of negligent or reckless disregard of such obligations and duties hereunderduties. The Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator and any director, manager, member, officer, employee or agent (including Sub-Servicers) of any of the Depositor, the Seller or the Master Servicer foregoing may rely in good faith on any document of any kind that, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the SellerMaster Servicer, the Master Servicer Special Servicer, the REMIC Administrator and any director, manager, member, officer, employee or agent (including Sub-Servicers) of any of the Depositor, the Seller or the Master Servicer foregoing shall be indemnified and held harmless by the Trust Fund and held harmless against any loss, liability or expense expense, including reasonable attorneys' fees, expenses of counsel and expenses of litigation, incurred in connection with any audit, controversy claims or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement Agreement, the Certificates or any asset of the CertificatesTrust, other than any loss, liability or expense related expense: (i) specifically required to any specific Mortgage Loan or Mortgage Loans (except as any be borne by such loss, liability or expense shall be otherwise reimbursable Person pursuant to this Agreementthe terms hereof, including, without limitation, Section 10.01(h); or (ii) and that was incurred in connection with claims against such party resulting from (A) any lossbreach of a representation or warranty made herein by such party, liability or expense incurred by reason of (B) willful misfeasance, bad faith faith, recklessness or gross negligence in the performance of obligations or duties hereunder by such party, or by reason of from negligent or reckless disregard of such obligations and duties hereunderor duties, or (C) any violation by such party of any state or federal securities law. None of the Depositor, the Seller Master Servicer, the Special Servicer or the Master Servicer REMIC Administrator shall be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder and which under this Agreement and, except in the case of a legal action contemplated by Section 3.22, in its opinion may does not involve it in any ultimate expense or liability; provided, however, that any of the Depositor, the Seller Master Servicer, the Special Servicer or the Master Servicer REMIC Administrator may in its discretion undertake any such action that it may deem necessary or desirable in with respect to the enforcement and/or protection of this Agreement and the rights and duties of the parties hereto and the interests of the Trustee Certificateholders, or if a Whole Loan is affected, the interests of the Certificateholders and the Certificateholders hereunderrelated Companion Loan Holder (as a collective whole and, in the case of an A/B Whole Loan, taking into account the subordination of the related A/B Companion Loan); provided, however, if a Whole Loan and/or a Companion Loan Holder is involved, such expenses, costs and liabilities shall be payable out of the related Whole Loan Custodial Account and shall also be payable out of the Certificate Account if (A) amounts on deposit in the related Whole Loan Custodial Account are insufficient therefor and (B) either (i) such expenses, costs and liabilities do not relate solely to such Companion Loan or (ii) if such expenses, costs and liabilities relate solely to such Companion Loan, only to the extent of deposits in the Certificate Account related directly to the Whole Loan. In such event, the legal expenses and costs of such action action, and any liability resulting therefrom therefrom, shall be expenses, costs and liabilities of the Trust FundTrust, and the Depositor, the Seller Master Servicer, the Special Servicer and the Master Servicer REMIC Administrator each shall be entitled to the direct payment of such expenses or to be reimbursed therefor from the Certificate Account as provided in Section 3.05(a) (or, if and to the extent the matter relates solely to the Companion Loan related to a Whole Loan, out of the related Whole Loan Custodial Account and out of the Certificate AccountAccount to the extent of deposits therein related directly to the Whole Loan). For the avoidance of doubt, such expenses, costs and liabilities shall not be deemed to relate solely to the Companion Loan related to a Whole Loan for the sole reason that the related action was instituted by or against the related Companion Loan Holder.

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, 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 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, provided 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 nor 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 100 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 Collection Account.

Limitation on Liability of the Depositor. the SellerOriginator, the Master Servicer, the Swap Administrator, the Trust Administrator, the Servicer and Others. None of the Depositor, the SellerOriginator, the Master Servicer, the Swap Administrator, the Trust Administrator, the NIM Insurer, if any, the Servicer or nor any of the their respective 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 SellerOriginator, the Master Servicer Servicer, the Swap Administrator, the Servicer, the Trust Administrator or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or negligence (or gross negligence in the Fremont 2006-E Pooling & Servicing Agreement 156 case of the Depositor) in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the SellerOriginator, the Master Servicer Servicer, the Swap Administrator, the Servicer, the NIM Insurer, if any, the Trust Administrator and any director, officer, employee or agent of the Depositor, the Seller or Originator, the Master Servicer Servicer, the Swap Administrator, the Servicer, the NIM Insurer, if any, and the Trust Administrator 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 SellerOriginator, the Master Servicer Servicer, the Swap Administrator, the Servicer, the NIM Insurer, if any, the Trust Administrator and any director, officer, employee or agent of the Depositor, the Seller or Originator, the Master Servicer Servicer, the Swap Administrator, the Servicer, the NIM Insurer, if any, and the Trust Administrator shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or controversy, judicial proceeding or legal action relating to a governmental taxing authority or any legal action relating to this Agreement Agreement, the Certificates or the CertificatesMortgage Loans or any other unanticipated or extraordinary expense, 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 negligence (or gross negligence in the case of the Depositor) in the performance of their respective duties hereunder or by reason of reckless disregard of their respective obligations and duties hereunder. None of the DepositorOriginator, the Seller or Master Servicer, the Master Swap Administrator, the NIM Insurer, if any, the Depositor nor the 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 each of the Depositor, the Seller or Originator, the Master Servicer, the NIM Insurer, if any, the Swap Administrator and the Servicer may in its discretion undertake any such action (or direct the Trustee or the Trust Administrator to undertake such actions pursuant to Section 2.03 for the benefit of the Certificateholders) 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 Originator, the Trust Administrator, the Trustee, the Master Servicer, the Swap Administrator and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Collection Account. Each of the Master Servicer and the Swap Administrator agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer’s or Swap Administrator’s respective obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any payment hereunder made by the Master Servicer or the Swap Administrator to the Trustee shall be from the Master Servicer’s or Swap Administrator’s own funds, as applicable, without reimbursement from the Trust Fund.

Limitation on Liability of the Depositor. the SellerNIMS Insurer, the Transferor, the Master Servicer Servicer, the Custodian and Others. None of the Depositor, the SellerTransferor, the Master Servicer Servicer, the NIMS Insurer, the Custodian or any of the directors, officers, employees or agents of the Depositor, the Seller or Transferor, the NIMS Insurer, the Master Servicer or the Custodian shall be under any liability to the Certificateholders Trust 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 SellerTransferor, the NIMS Insurer, the Master Servicer Servicer, the Custodian or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerTransferor, the Master Servicer Servicer, the NIMS Insurer, the Custodian or any such Person from any liability which would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the SellerTransferor, the Master Servicer Servicer, the NIMS Insurer, the Custodian and any director, officer, employee or agent of the Depositor, the Seller Transferor, the Master Servicer, the NIMS Insurer or the Master Servicer Custodian 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 SellerTransferor, the Master Servicer Servicer, the NIMS Insurer, the Custodian and any director, officer, employee or agent of the Depositor, the Seller Transferor, the Master Servicer, the NIMS Insurer or the Master Servicer Custodian shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with (i) any audit, controversy or judicial proceeding relating to a governmental taxing authority authority, (ii) the performance of its duties and obligations and the exercise of (or failure to exercise) its rights under this Agreement or the Certificates which constitute “unanticipated expenses incurred by the REMIC” within the meaning of the REMIC Provisions, or (iii) 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 Transferor, the Master Servicer Servicer, the NIMS Insurer and the Custodian 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 Transferor, the Master Servicer, the NIMS Insurer or the Master Servicer Custodian 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 Trustee, the Trust Administrator 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 Transferor, the NIMS Insurer, the Custodian and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Collection Account.

Limitation on Liability of the Depositor. Neither the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or Depositor nor any of the directors, officers, employees employees, agents or agents Control Persons of, or holder of the Depositormember interests in, the Seller or the Master Servicer Depositor and its interest holders/members, shall be under any liability to the Trust 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, howeverincluding but not limited to any exercise of the right of the Depositor as holder of the Series A Certificate to vote and exercise all other rights of the Trust arising from the Trust's ownership of the Contract Shares, it being understood that this provision the Depositor as holder of the Series A Certificate shall not protect be able to exercise such right in its sole discretion and shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no other duty or obligation to give any consideration to any interest of or factors affecting the DepositorTrust or TrENDS Holders. The Depositor and any of the directors, officers, employees, agents or Control Persons of, or holder of member interests in, 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 Depositor may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The DepositorDepositor and any of the directors, officers, employees, agents or Control Persons of, or holder of member interests in, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer Depositor shall be indemnified and held harmless 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 (including the Trust Obligation), the Series A Certificate, the TrENDS or the Certificates, other than any loss, liability or expense agreement 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 of the foregoing other than any loss, liability or expense incurred by reason of willful misfeasancemisconduct, bad faith or gross negligence of the Depositor in the performance of duties hereunder obligations or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer The Depositor shall be under any no obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder under this Agreement and which in its opinion may does not involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer Depositor may in its discretion undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders Series A Holder 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 Depositor shall be entitled to seek reimbursement and be reimbursed therefor out of from the Certificate Series A 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.

Limitation on Liability of the Depositor. the SellerServicer, the Master Servicer Trustee and Others. None of Neither the Depositor, the Seller, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Depositor or the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, Depositor or the Seller, the Master Servicer or any such Person against any breach of warranties or representations made herein, or warranties made by it herein failure to perform its obligations in strict compliance with 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 any breach of obligations the terms and duties hereunderconditions of this Agreement. The Depositor, the SellerServicer, the Master Servicer Trustee, and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master Servicer Trustee 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 Neither the Depositor, the Seller or Servicer nor 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 Trustee shall be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its respective duties hereunder to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve cause it in to incur any expense expenses or liability; provided, however, that any of the Depositor, the Seller Servicer or the Master Servicer Trustee may in 177 its discretion (and, in the case of the Depositor or the Servicer, with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunderhereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of payable from the Trust Fund, Collection Account and the Depositor, the Seller and Servicer or the Master Servicer Trustee shall be entitled to be reimbursed therefor out of the Certificate AccountCollection Account as provided by Section 5.09; provided that no such right of reimbursement shall exist with respect to the Servicer when such claim relates to the failure of the Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by the Servicer hereunder.

Limitation on Liability of the Depositor. the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or nor 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, 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 Collection Account.

Limitation on Liability of the Depositor. the SellerServicing Administrator, the Master Servicer Servicer, the Backup Servicer, the Trustee, the Securities Administrator and Others. None of the Depositor, the SellerServicing Administrator, the Master Servicer or Servicer, the Backup Servicer, the Trustee, the Securities Administrator nor any of the directors, officers, employees or agents of the Depositor, the Seller Servicing Administrator, the Servicer, the Backup Servicer, the Trustee or the Master Servicer Securities Administrator 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, that this provision shall not protect the Depositor, the SellerServicing Administrator, the Master Servicer Servicer, the Backup Servicer, the Trustee, the Securities Administrator or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerServicing Administrator, the Master Servicer Servicer, the Backup Servicer, the Trustee, the Securities Administrator 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 SellerServicing Administrator, the Master Servicer Servicer, the Backup Servicer, the Trustee or the Securities Administrator and any director, officer, employee or agent of the Depositor, the Seller Servicing Administrator, the Servicer, the Backup Servicer, the Trustee or the Master Servicer Securities Administrator 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 SellerServicing Administrator, the Master Servicer Servicer, the Backup Servicer, the Trustee, the Securities Administrator and any director, officer, employee or agent of the Depositor, the Seller Servicing Administrator, the Servicer, the Backup Servicer, the Trustee or the Master Servicer Securities Administrator shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense expense, incurred in connection with the performance of their duties under this agreement or 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 Servicing Administrator, the Master Servicer Servicer, the Backup Servicer, the Trustee nor the Securities Administrator 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, that any of the Depositor, the Seller Servicing Administrator, the Servicer, the Backup Servicer, the Trustee or the Master Servicer may in Securities Administrator 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 Servicing Administrator, the Servicer, the Backup Servicer, the Trustee and the Master Servicer Securities Administrator shall be entitled to be reimbursed therefor out of the Collection Account as provided by Section 3.08 hereof. In addition, the Servicing Administrator, the Backup Servicer, the Trustee and Securities Administrator shall be entitled to be reimbursed out of the Certificate AccountAccount or the Servicing Administrator Collection Account for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Servicing Administrator, the Backup Servicer, the Trustee or Securities Administrator on behalf of the Trust Fund in accordance with any of the provisions of this Agreement (including, without limitation: (A) the reasonable compensation and the expenses and disbursements of its counsel, but only for representation of the Servicing Administrator, the Backup Servicer, Trustee or Securities Administrator acting in its capacity as Servicing Administrator or Securities Administrator hereunder and (B) to the extent that the Securities Administrator or the Trustee must engage persons not regularly in its employ to perform acts or services on behalf of the Trust Fund, which acts or services are not in the ordinary course of the duties of a trustee, in the absence of a breach or default by any party hereto, the reasonable compensation, expenses and disbursements of such persons), except any such compensation, expense, disbursement or advance that either (i) arises from its negligence, bad faith or willful misconduct or (ii) does not constitute an “unanticipated expense” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). On each Distribution Date, the Securities Administrator shall be entitled to the Securities Administrator Fee as compensation for its services hereunder.

Limitation on Liability of the Depositor. the Seller, the Master Servicer Securities Administrator and Others. None of Neither the Depositor, Depositor nor the Seller, the Master Servicer or Securities Administrator nor any subcontractor nor any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer any of them shall be under any liability to the Trust Estate or the Certificateholders and all such Persons shall be held harmless 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 warranties or representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from against any liability which 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 hereunder. The Depositor, the SellerSecurities Administrator, the Master Servicer any subcontractor, 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 them shall be indemnified entitled to indemnification by the Trust Fund Estate and will be held harmless against any loss, liability or expense incurred in connection with any auditthe performance of their duties and obligations, controversy or judicial proceeding relating to a governmental taxing authority the exercise of their rights or any legal action relating to (including but not limited to, costs and expenses of litigation, and of investigation, attorney's fees, damages, judgments and amounts paid in settlement) under this Agreement Agreement, the Certificates or the Mortgage Certificates (except for amounts due by the Depositor in connection with the breach of a representation or warranty covering the Mortgage Certificates), other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such lossincluding without limitation, liability or expense shall be otherwise reimbursable pursuant to this Agreementexpenses payable by the Securities Administrator under Section 8.06) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of his or its duties hereunder or by reason of reckless disregard of his or its obligations and duties hereunder. None of the The Depositor, the Seller Securities Administrator and any of the directors, officers, employees or agents of either may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Master Servicer Depositor nor the Securities Administrator shall be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder and which under this Agreement and, in its opinion may opinion, does not involve it in any expense or liability; provided, however, that any of the Depositor, the Seller Depositor or the Master Servicer Securities Administrator may in its discretion undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Trustee and Certificateholders hereunder if the Certificateholders hereunderoffer to the Depositor or the Securities Administrator, as the case may be, reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. 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 FundEstate, and the Depositor, Depositor or the Seller and the Master Servicer Securities Administrator shall be entitled to be reimbursed therefor out of the Certificate Account, and such amounts shall, on the following Distribution Date or Distribution Dates, be allocated in reduction of distributions on the Class A Certificates and Class B Certificates in the same manner as Realized Loss Shortfalls are allocated pursuant to Section 4.02(a).

Limitation on Liability of the Depositor. the SellerTransferor, the Master Servicer Servicer, the Custodian and Others. None of the Depositor, the SellerTransferor, the Master Servicer Servicer, the Custodian or any of the directors, officers, employees or agents of the Depositor, the Seller or Transferor, the Master Servicer or the Custodian shall be under any liability to the Certificateholders Trust Fund 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 SellerTransferor, the Master Servicer Servicer, the Custodian or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerTransferor, the Master Servicer Servicer, the Custodian or any such Person from any liability which would otherwise be imposed by reasons reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the SellerTransferor, the Master Servicer Servicer, the Custodian and any director, officer, employee or agent of the Depositor, the Seller or Transferor, the Master Servicer or the Custodian 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 SellerTransferor, the Master Servicer Servicer, the Custodian and any director, officer, employee or agent of the Depositor, the Seller or Transferor, the Master Servicer or the Custodian shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with (i) any audit, controversy or judicial proceeding relating to a governmental taxing authority authority, (ii) the performance of its duties and obligations and the exercise of its rights under this Agreement or the Certificates which constitute “unanticipated expenses incurred by the REMIC” within the meaning of the REMIC Provisions, or (iii) 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 Transferor, the Master Servicer and the Custodian 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 Transferor, the Master Servicer or the Custodian 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 Trustee, the Trust Administrator 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 Transferor, the Custodian and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Collection 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.

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 ------------------- Neither the Depositor, the SellerMaster Servicer, the Master Servicer or Special Servicer, nor any of the owners, directors, managers, officers, employees or agents of the Depositor, the Seller Master Servicer or the Master Special Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken taken, or for refraining from the taking of any action 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 Special Servicer or any such Person against any breach of warranties or representations made herein, or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from against any liability which would otherwise be imposed by reasons reason of its respective willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless negligent disregard of its respective obligations and or duties hereunder. The Depositor, the SellerMaster Servicer, the Special Servicer and any owner, director, manager, officer, employee or agent of the Depositor, the Master Servicer or the Special Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer and any owner, director, officer, employee or agent of the Depositor, the Seller Master Servicer 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 Special Servicer shall be indemnified and held harmless 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 its respective willful misfeasance, bad faith or gross negligence in the performance of its respective duties hereunder or by reason of reckless negligent disregard of its respective obligations and or duties hereunder. None of Neither the Depositor, the Seller or Depositor nor the Master Servicer nor the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties hereunder under this Agreement and which in its opinion may involve does not expose it in to any expense or liability; provided, however, that any of the Depositor, the Seller Master Servicer or the Master Special Servicer may in its discretion undertake any such action that related to its obligations hereunder which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller Master Servicer and the Master Special Servicer shall be entitled to be reimbursed therefor out from the Collection Account as provided in Section 3.6(a)(vi) of the Certificate Accountthis Agreement.

Limitation on Liability of the Depositor. the Seller, the Master Servicer 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 95 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 legal 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 SellerSellers, the Master Servicer and Others. --------------------------------------------- None of the Depositor, the Seller, the Master Servicer or any Seller or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer or any 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 any Seller 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 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 each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or each 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 hereunder. The Depositor, the SellerMaster Servicer, the Master Servicer each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or any 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 or the Master Servicer or any 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 or the Master Servicer or any 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 and the Master Servicer and each 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.

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 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 SellerSellers, ---------------------------------------------------------------------- the Master Servicer and Others. ------------------------ None of the Depositor, the SellerSellers, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Sellers 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 SellerSellers, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerSellers, 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 SellerSellers, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers 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 SellerSellers, the Master Servicer and the Guarantor any director, officer, employee or agent of the Depositor, the Seller Sellers, the Servicer or the Master Servicer Guarantor 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 Sellers 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 Sellers 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 Sellers and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerMaster Servicer and ----------------------------------------------------------------- Others. ------ Neither the Depositor, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Depositor 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 judgmentjudgement; provided, however, that this provision shall not protect the Depositor, the Seller, the Master 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 or any such Person person from any liability which 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 hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Depositor 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 in respect of any matters arising hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Depositor 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 Neither the Depositor, the Seller or Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its their respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of either the Depositor, the Seller Depositor 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 the interests of the Trustee and the Certificateholders Certificateholder 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 Depositor and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate AccountAccount as provided by Section 3.12 hereof.

Limitation on Liability of the Depositor. the Loan Seller, the Transferor, the Master Servicer and Others. None of the Depositor, the Loan Seller, the Transferor, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Loan Seller, the Transferor 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 Loan Seller, the Transferor, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Loan Seller, the Transferor, 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 Loan Seller, the Transferor, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Loan Seller, the Transferor 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 Loan Seller, the Transferor, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Loan Seller, the Transferor or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with (i) any audit, controversy or judicial proceeding relating to a governmental taxing authority authority, (ii) the performance of its duties and obligations and the exercise of its rights under this Agreement or the Certificates, or (iii) 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 not 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 Loan Seller, the Transferor 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 Loan Seller, the Transferor 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 Loan Seller, the Transferor and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Collection Account.

Limitation on Liability of the Depositor. the SellerDepositor, the Master Servicer and Others. Others -------------------------------------------------------- None of the Depositor, the SellerServicer, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Servicer 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 SellerServicer, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerServicer, 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 SellerServicer, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer 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 SellerServicer, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer 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 performance thereof, 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 Servicer 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 Servicer 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 Servicer and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Collection Account.

Limitation on Liability of the Depositor. the SellerOcwen, the Master Servicer and Others. None of the Depositor, Ocwen, the SellerSecurities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, Ocwen, the Seller Securities Administrator 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, that this provision shall not protect the Depositor, Ocwen, the SellerSecurities Administrator, the Master Servicer or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect the Depositor, the Seller, the Master Servicer or against any specific liability imposed on any such Person from pursuant hereto or against any liability which 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 hereunder. The Depositor, Ocwen, the SellerSecurities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, Ocwen, the Seller or Securities Administrator and the Master Servicer may rely in good faith on any document of any kind prima facie which, PRIMA FACIE, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, Ocwen, the SellerSecurities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, Ocwen, the Seller Securities Administrator or the Master Servicer shall be indemnified and held harmless 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 Certificates or any loss, liability or expense incurred other than 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, Ocwen, the Securities Administrator or the Master Servicer shall 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, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, Ocwen, the Securities Administrator and the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom (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, Ocwen, the Seller Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor out from the related Collection Account or the Distribution Account as and to the extent provided in Article III and Article IV, any such right of reimbursement being prior to the rights of the Certificate Certificateholders to receive any amount in the related Collection Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, Ocwen shall not be liable for any actions or inactions prior to the Cut-off Date of any prior servicer of the Ocwen Mortgage Loans and the Master Servicer shall not be liable for any action or inaction of any Servicer, except to the extent expressly provided herein.

Limitation on Liability of the Depositor. the SellerServicers, the Master Servicer and Others. None of the Depositor, the SellerServicers, the Securities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Servicer 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, that this provision shall not protect the Depositor, a Servicer, the SellerSecurities Administrator, the Master Servicer or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect the Depositor, the Seller, the Master Servicer or against any specific liability imposed on any such Person from pursuant hereto or against any liability which 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 hereunder. The Depositor, each Servicer, the SellerSecurities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, each Servicer, the Seller or Securities Administrator and the Master Servicer may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, each Servicer, the SellerSecurities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, each Servicer, the Seller Securities Administrator or the Master Servicer shall be indemnified and held harmless 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, the Certificates or any Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense incurred (including, without limitation, the acts or omissions of the Interim Servicer or the Interim Subservicer or the failure of the Interim Servicer or the Interim Subservicer to perform in accordance with the Interim Servicing Agreement; provided, however, that the Trust Fund shall have no obligation to indemnify any Servicer for any such acts or omissions of the Interim Servicer or the Interim Subservicer unless and until the related Servicer has first sought (employing commercially reasonable efforts) indemnification from the Interim Servicer or the Interim Subservicer, as applicable) other than 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, any Servicer, the Securities Administrator or the Master Servicer shall 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, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, each Servicer, the Securities Administrator and the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom (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 related Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor out from the related Collection Account or the Distribution Account as and to the extent provided in Article III and Article IV, any such right of reimbursement being prior to the rights of the Certificate Certificateholders to receive any amount in the related Collection Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, no Servicer shall be liable for any actions or inactions prior to the Cut-off Date of any prior servicer of the related Mortgage Loans and the Master Servicer shall not be liable for any action or inaction of any Servicer or the Interim Servicer, except to the extent expressly provided herein, or the Credit Risk Management Agreement.

Limitation on Liability of the Depositor. the Seller, the Master Servicer ------------------------------------------------------ and Others. None of ----------- Neither the Depositor, the SellerServicer, the Master any Sub-Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Servicer or the Master any Sub-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, Depositor or the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, Depositor or the Seller, the Master Servicer or any such Person 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 SellerServicer, the Master any Sub-Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master any Sub- 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 SellerServicer, the Master any Sub-Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer or the Master any Sub-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, provided that the foregoing indemnification by the Trust Fund shall be limited to amounts that would otherwise be distributable with respect to the Class S Certificates. None of Neither the Depositor, the Seller or the Master Servicer nor any Sub-Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its their respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of either the Depositor, the Seller Servicer or the Master any Sub-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 SellerServicers, the Master Servicer the Trustee and Others. None of Neither the Depositor, the SellerServicers, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Servicers or the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any action taken taken, or for refraining from the taking of any action 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, Servicers or the Master Servicer or any such Person against any breach of warranties or representations made herein, or warranties made by it herein failure to perform its obligations in strict compliance with 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 any breach of obligations the terms and duties hereunderconditions of this Agreement. The Depositor, the SellerMaster Servicer, the Master Servicer Trustee, and any director, officer, employee or agent of the Depositor, the Seller Master Servicer or the Master Servicer Trustee 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 Neither the Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of nor 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 Trustee shall be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its respective duties hereunder to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve cause it in to incur any expense expenses or liability; provided, however, that any the Depositor, either Servicer, the Master Servicer or the Trustee may in its discretion (and, in the case of the Depositor, the Seller Servicers or the Master Servicer may in its discretion Servicer, with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunderhereto. 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, payable from any Collection Account and the Depositor, the Seller and applicable Servicer, the Master Servicer or the Trustee shall be entitled to be reimbursed therefor out of the Certificate Accountapplicable Collection Account as provided by Section 4.06; provided that no such right of reimbursement shall exist with respect to a Servicer when such claim relates to the failure of such Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by such Servicer hereunder.

Limitation on Liability of the Depositor. the SellerSellers, the Master Servicer Servicer, the NIM Insurer and Others. None of the Depositor, the SellerMaster Servicer, the Master Servicer NIM Insurer or any Seller or any of the directors, officers, employees or agents of the Depositor, the Master Servicer, the NIM Insurer or any 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 SellerMaster Servicer, the Master Servicer any 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 any 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 NIM Insurer, each Seller and any director, officer, employee or agent of the Depositor, the Master Servicer, the NIM Insurer or each 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 SellerMaster Servicer, the Master Servicer NIM Insurer, each Seller and any director, officer, employee or agent of the Depositor, the Master Servicer, the NIM Insurer or any 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 Master Servicer, the NIM Insurer or any 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 Master Servicer, the NIM Insurer or any 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 Master Servicer, the NIM Insurer and each Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerSellers, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any Seller or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer or any 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 any Seller or any such Person against any breach of representations or warranties made by it herein in this Agreement or 91 protect the Depositor, the SellerMaster Servicer, the Master Servicer any 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 each Seller and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer or each 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 SellerMaster Servicer, the Master Servicer each Seller and any director, officer, employee or agent of the Depositor, the Master Servicer, or any 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 or any 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 or the Master Servicer or any 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 and the Master Servicer and each Seller shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerTHE SELLER, the Master Servicer and OthersTHE 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 PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the NIM Insurer, the Seller, the Master 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 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 . Any of the Depositor, the Seller NIM Insurer, the Seller, or the Master Servicer may in its discretion undertake any such action legal action, in its own name or the name of the Trustee, the Depositor, the Certificateholders, or any of them, 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 hereunderhereunder or with respect to the Mortgage Loans, including, without limitation, any rights or causes of action arising out of the origination of the Mortgage Loans. In such event, the legal expenses and costs of such the action and any liability resulting therefrom from it shall be expenses, 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 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 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 SellerServicer, the Master Servicer the Trustee and Others. None of Neither the Depositor, the SellerServicer, the Master Servicer or nor any of the directors, officers, employees or agents of the Depositor, the Seller Servicers or the Master Servicer shall be under any liability to the Trustee or the Certificateholders for any action taken taken, or for refraining from the taking of any action 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, Servicers or the Master Servicer or any such Person against any breach of warranties or representations made herein, or warranties made by it herein failure to perform its obligations in strict compliance with 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 any breach of obligations the terms and duties hereunderconditions of this Agreement. The Depositor, the SellerMaster Servicer, the Master Servicer Trustee, and any director, officer, employee or agent of the Depositor, the Seller Master Servicer or the Master Servicer Trustee 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 Neither the Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of nor 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 Trustee shall be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its respective duties hereunder to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve cause it in to incur any expense expenses or liability; provided, however, that any the Depositor, either Servicer, the Master Servicer or the Trustee may in its discretion (and, in the case of the Depositor, the Seller Servicers or the Master Servicer may in its discretion Servicer, with the consent of the Trustee, which consent shall not be unreasonably withheld) undertake any such action that which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunderhereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of payable from the Trust Fund, Collection Account and the Depositor, the Seller and applicable Servicer, the Master Servicer or the Trustee shall be entitled to be reimbursed therefor out of the Certificate AccountCollection Account as provided by Section 4.06; provided that no such right of reimbursement shall exist with respect to the Servicer when such claim relates to the failure of the Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or to a breach of a representation or warranty made by the Servicer hereunder.

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 Servicer, the Securities Administrator and Others. None of the Depositor, the Seller, the Master Servicer Servicer, the Securities Administrator, the Trustee, the EMC Servicer, the Custodian or any of the directors, officers, employees or agents of the Depositor, the Seller Seller, the Master Servicer, the Securities Administrator, the Trustee, 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 Othersothers. ------------------------------------------------------ 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 SellerServicers, the Master Servicer and Others. None of the Depositor, the SellerServicers, the Securities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Servicers, the Securities Administrator 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, that this provision shall not protect the Depositor, the SellerServicers, the Securities Administrator, the Master Servicer or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect the Depositor, the Seller, the Master Servicer or against any specific liability imposed on any such Person from pursuant hereto or against any liability which 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 hereunder. The Depositor, each Servicer, the SellerSecurities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, each Servicer, the Seller or Securities Administrator and the Master Servicer may rely in good faith on any document of any kind prima facie which, PRIMA FACIE, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, each Servicer, the SellerSecurities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, each Servicer, the Seller Securities Administrator or the Master Servicer shall be indemnified and held harmless 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 Certificates or any loss, liability or expense incurred other than 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 related Servicer, the Securities Administrator or the Master Servicer shall 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, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, the related Servicer, the Securities Administrator and the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom (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 related Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor out from the Collection Account or the Distribution Account as and to the extent provided in Article III and Article IV, any such right of reimbursement being prior to the rights of the Certificate Certificateholders to receive any amount in the related Collection Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, the related Servicer shall not be liable for any actions or inactions prior to the Cut-off Date of any prior servicer of the Mortgage Loans.

Limitation on Liability of the Depositor. the SellerSellers, -------------------------------------------------------------------- the Master Servicer and Others. ------------------------ None of the Depositor, the SellerSellers, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Sellers 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 SellerSellers, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerSellers, 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 SellerSellers, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers 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 SellerSellers, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Sellers 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 Sellers 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 Sellers 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 Sellers and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

Limitation on Liability of the Depositor. the SellerTHE SERVICER, the Master Servicer and OthersTHE MASTER SERVICER AND OTHERS. None of the Depositor, the SellerServicer, the Securities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller Servicer 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, that this provision shall not protect the Depositor, the SellerServicer, the Securities Administrator, the Master Servicer or any such Person person against any breach of warranties, representations or warranties covenants made by it herein or protect the Depositor, the Seller, the Master Servicer or against any specific liability imposed on any such Person from pursuant hereto or against any liability which 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 hereunder. The Depositor, the SellerServicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or Servicer, the Securities Administrator and the Master Servicer may rely in good faith on any document of any kind prima facie which, PRIMA FACIE, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the SellerServicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller Servicer, the Securities Administrator or the Master Servicer shall be indemnified and held harmless 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 Agreement, the Certificates or the Certificates, other than any loss, liability or expense incurred other than 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 Servicer, the Securities Administrator or the Master Servicer shall 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, in its opinion, does not involve it in any specific Mortgage Loan expense or Mortgage Loans liability; provided, however, that each of the Depositor, the Servicer, the Securities Administrator and the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom (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 Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor out from the Collection Account or the Distribution Account as and to the extent provided in Article III and Article IV, any such right of reimbursement being prior to the rights of the Certificate Certificateholders to receive any amount in the Collection Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, the Servicer shall not be liable for any actions or inactions prior to the related Servicing Transfer Date of any prior servicer of the Mortgage Loans and the Master Servicer shall not be liable for any action or inaction of the Servicer, except to the extent expressly provided herein.

Limitation on Liability of the Depositor. the SellerServicer, the Master Servicer and Others. None of the Depositor, the SellerServicer, [the Master Servicer Servicer] or any of the directors, officers, employees or agents of the Depositor, the Seller Servicer [or the Master Servicer 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 SellerServicer, [the Master Servicer Servicer] or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the SellerServicer, [the Master Servicer 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 SellerServicer, [the Master Servicer Servicer] and any director, officer, employee or agent of the Depositor, the Seller Servicer [or the Master Servicer 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 SellerServicer, [the Master Servicer Servicer] and any director, officer, employee or agent of the Depositor, the Seller Servicer [or the Master Servicer 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 performance thereof, 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 Servicer [or the Master Servicer 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 Servicer [or the Master Servicer 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 Servicer and [the Master Servicer Servicer] shall be entitled to be reimbursed therefor out of the Certificate Collection Account.

Limitation on Liability of the Depositor. the SellerOriginator, the Master Servicer, the Swap Administrator, the Trust Administrator, the Servicer and Others. None of the Depositor, the SellerOriginator, the Master Servicer, the Swap Administrator, the Trust Administrator, the Servicer or nor any of the their respective 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 SellerOriginator, the Master Servicer Servicer, the Swap Administrator, the Servicer, the Trust Administrator or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or negligence (or gross negligence in the case of the Depositor) in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the SellerOriginator, the Master Servicer Servicer, the Swap Administrator, the Servicer, the Trust Administrator and any director, officer, employee or agent of the Depositor, the Seller or Originator, the Master Servicer, the Swap Administrator, the Servicer and the Trust Administrator 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 SellerOriginator, the Master Servicer Servicer, the Swap Administrator, the Servicer, the Trust Administrator and any director, officer, employee or agent of the Depositor, the Seller or Originator, the Master Servicer, the Swap Administrator, the Servicer and the Trust Administrator shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or controversy, judicial proceeding or legal action relating to a governmental taxing authority or any legal action relating to this Agreement Agreement, the Certificates or the CertificatesMortgage Loans or any other unanticipated or extraordinary expense, 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 negligence (or gross negligence in the case of the Depositor) in the performance of their respective duties hereunder or by reason of reckless disregard of their respective obligations and duties hereunder. None of the DepositorOriginator, the Seller or Master Servicer, the Master Swap Administrator, the Depositor nor the 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 each of the Depositor, the Seller or Originator, the Master Servicer, the Swap Administrator and the Servicer may in its discretion undertake any such action (or direct the Trustee or the Trust Administrator to undertake such actions pursuant to Section 2.03 for the benefit of the Certificateholders) 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 Originator, the Trust Administrator, the Trustee, the Master Servicer, the Swap Administrator and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Collection Account. Each of the Master Servicer and the Swap Administrator agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer’s or Swap Administrator’s respective obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any payment hereunder made by the Master Servicer or the Swap Administrator to the Trustee shall be from the Master Servicer’s or Swap Administrator’s own funds, as applicable, without reimbursement from the Trust Fund.

Limitation on Liability of the Depositor. the Certificate Administrator, the Custodian, the Seller, the Servicing Released Master Servicer and Others. None of the Depositor, the Certificate Administrator, the Custodian, the Seller, the either Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Certificate Administrator, the Custodian, the Seller or the Servicing Released 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 Certificate Administrator, the Custodian, the Seller, the Servicing Released Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Certificate Administrator, the Custodian, the Seller, the Servicing Released 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 Certificate Administrator, the Custodian, the Seller, the Servicing Released Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or Certificate Administrator, the Custodian, the Seller, the Servicing Released 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 Certificate Administrator, the Custodian, the Seller, the Servicing Released Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Servicing Released 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 Certificate Administrator, the Custodian, the Seller, the Servicing Released 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 Certificate Administrator, the Custodian, the Seller, the Servicing Released 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 Certificate Administrator, the Custodian, the Seller, the Servicing Released Master Servicer shall be entitled to be reimbursed therefor out of the related 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.