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

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, or agents is liable to the Trust, the Owner Trustee, the Transferor, or the Noteholders for the Master Servicer's taking any action or refraining from taking any action in good faith pursuant to this Agreement, or for errors in judgment. This provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents against any liability that would otherwise be imposed for misfeasance, bad faith, or gross negligence in the performance of the duties of the Master Servicer or for reckless disregard of the obligations of the Master Servicer. The Master Servicer and any of its directors, officers, employees, or agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything arising under this Agreement. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, or defend any legal action that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability. The Master Servicer may in its sole discretion undertake any action that it deems appropriate with respect to this Agreement and the interests of the Noteholders. If so, the reasonable legal expenses and costs of the action and any resulting liability shall be expenses, costs, and liabilities of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination).

Limitation on Liability of the Master Servicer and Others. (a) Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trustee or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Distribution Account. The Master Servicer's right Servicer shall not be liable for any acts or omissions of the Servicers except to indemnity the extent that damages or reimbursement pursuant to this Section shall survive any resignation expenses are incurred as a result of such act or termination omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or recklessness of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any lossesin supervising, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)monitoring and overseeing the obligations of the Servicers in this Agreement and the Purchase and Servicing Agreements.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the TrustCompany, the Issuer, the Owner Trustee, the Transferor, Indenture Trustee or the Noteholders Bondholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, or for errors in judgment. This PROVIDED, HOWEVER, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the its duties hereunder or by reason of the Master Servicer or for its reckless disregard of the its obligations of the Master Servicerand duties hereunder. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents 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 about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) Company and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Servicing Agreement or the NotesBonds, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 5.06(b), other than any loss, liability, liability or expense related to any specific Mortgage Loan that is or Mortgage Loans (except as any such loss, liability or expense shall be otherwise not reimbursable pursuant to this Agreement Servicing Agreement) and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of its duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreementand duties hereunder. The Master Servicer need shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Servicing Agreement, and that which in its opinion may involve it in any expense or liability. The ; PROVIDED, HOWEVER, that the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersSecurityholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the TrustCompany, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group)therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination).

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trustee or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Distribution Account. The Master Servicer's right Servicer shall not be liable for any acts or omissions of any Servicer except to indemnity the extent that damages or reimbursement pursuant to this Section shall survive any resignation expenses are incurred as a result of such act or termination omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or recklessness of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any lossesin supervising, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)monitoring and overseeing the obligations of the Servicers in this Agreement.

Limitation on Liability of the Master Servicer and Others. (a) Neither the Master Servicer nor any of its the Affiliates, directors, officers, employees, members, managers or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trusteeholders of the Certificates, any other party to this Agreement, the TransferorUnderwriters, the Initial Purchasers, the holder of any Serviced Companion Loan or the Noteholders holder of any B Note for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreementfaith, or for errors in using reasonable business judgment. This , consistent with the Servicing Standard; provided that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any breach of a representation or warranty contained herein or any liability that which would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the duties under this Agreement or by reason of the Master Servicer or for reckless negligent disregard of the obligations of the Master Servicerand duties hereunder. The Master Servicer and any Affiliate, director, officer, employee, member, manager or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person (including, without limitation, the Special Servicer) respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall not be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against under any loss, liability, or expense incurred in connection with any legal action relating obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and ; provided that in its opinion may involve it in any expense or liability. The the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with respect may reasonably deem necessary or desirable in order to this Agreement and protect the interests of the Noteholders. If soCertificateholders, the reasonable Trustee and the Trust in the Mortgage Loans, the interests of the holder of any B Note or the interests of the holder of any Serviced Companion Loan (subject to the Special Servicer’s servicing of Specially Serviced Mortgage Loans as contemplated herein), or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of the such action and any resulting liability shall be expenses, costs, expenses and liabilities costs of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant therefor as Servicing Advances as provided by Section 5.2, subject to the provisions of Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)4.4 hereof.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trustee or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Distribution Account. The Master Servicer's right Servicer shall not be liable for any acts or omissions of the Servicers except to indemnity the extent that damages or reimbursement pursuant to this Section shall survive any resignation expenses are incurred as a result of such act or termination omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or recklessness of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to in supervising, monitoring and overseeing the obligations of any lossesservicer in this Agreement, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)the Purchase and Servicing Agreements and the Servicing Agreements.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trustee or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Distribution Account. The Master Servicer's right Servicer shall not be liable for any acts or omissions of the Servicers except to indemnity the extent that damages or reimbursement pursuant to this Section shall survive any resignation expenses are incurred as a result of such act or termination omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or recklessness of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any lossesin supervising, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)monitoring and overseeing the obligations of the Servicers in this Agreement and the Purchase and Servicing Agreements.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, or agents is liable to the Trust, the Owner Trustee, the Transferor, or the Noteholders for the Master Servicer's taking any action or refraining from taking any action in good faith pursuant to this Agreement, or for errors in judgment. This provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents against any liability that would otherwise be imposed for misfeasance, bad faith, or gross negligence in the performance of the duties of the Master Servicer or for reckless disregard of the obligations of the Master Servicer. The Master Servicer and any of its directors, officers, employees, or agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything arising under this Agreement. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, or defend any legal action that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability. The Master Servicer may in its sole discretion undertake any action that it deems appropriate with respect to this Agreement and the interests of the Noteholders. If so, the reasonable legal expenses and costs of the action and any resulting liability shall be expenses, costs, and liabilities of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x8.03(a)(viii) of the Indenture (but only from funds available from the applicable Loan Group)Indenture. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination).

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trustee or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of the Master Servicer shall be entitled to indemnification by the Trust Fund and will be held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of his or its directorsduties hereunder or by reason of reckless disregard of his or its obligations and duties hereunder. The Master Servicer and any director, officersofficer, employees, employee or agents agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Collection Account it maintains as provided by Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)4.02.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the TrustIssuer, the Owner Trustee, the Transferor, Indenture Trustee or the Noteholders Securityholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, or for errors in judgment. This provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the its duties hereunder or by reason of the Master Servicer or for its reckless disregard of the its obligations of the Master Servicerand duties hereunder. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) Issuer and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Servicing Agreement or the NotesSecurities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of its duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreementand duties hereunder. The Master Servicer need shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Home Equity Loans in accordance with this Servicing Agreement, and that which in its opinion may involve it in any expense or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersSecurityholders. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the TrustIssuer, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group)therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 6.04 or 6.01 7.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination).

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the TrustIssuer, the Owner Trustee, the Transferor, Indenture Trustee or the Noteholders Securityholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, or for errors in judgment. This provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the its duties hereunder or by reason of the Master Servicer or for its reckless disregard of the its obligations of the Master Servicerand duties hereunder. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) Issuer and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Servicing Agreement or the NotesSecurities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of its duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreementand duties hereunder. The Master Servicer need shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Home Loans in accordance with this Servicing Agreement, and that which in its opinion may involve it in any expense or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersSecurityholders. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the TrustIssuer, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group)therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 6.04 or 6.01 7.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination).

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trust or the Noteholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer's taking any action or refraining from taking any action Servicer in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the duties of the Master Servicer or for by reason of its reckless disregard of the its obligations and duties of the Master ServicerServicer hereunder; provided, further, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Agreement or the NotesCertificates, other than any loss, liability, liability or expense related to any specific Mortgage Loan that is or Mortgage Loans (except as any such loss, liability or expense shall be otherwise not reimbursable pursuant to this Agreement Agreement) and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, or defend any legal action that is not incidental to its and duties to service the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liabilityhereunder. The Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust and the Master Servicer shall only be entitled to be reimbursed therefor only pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group)3.11. The Master Servicer's ’s right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 6.04 or 6.01 7.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trustee or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Distribution Account. The Master Servicer's right Servicer shall not be liable for any acts or omissions of the Servicers except to indemnity the extent that damages or reimbursement pursuant to this Section shall survive any resignation expenses are incurred as a result of such act or termination omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or recklessness of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any lossesin supervising, expensesmonitoring and overseeing the obligations of the Servicers in this Agreement, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)the Purchase and Servicing Agreements and Servicing Agreements.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Securities Administrator or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to of this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination therefor out of the Master Servicer pursuant Collection Account. The Master Servicer shall not be liable for any acts or omissions of any Servicer except to Section 5.04 the extent that damages or 6.01 with respect to any lossesexpenses are incurred as a result of such act or omissions and such damages and expenses would not have been incurred but for the negligence, expenseswillful misfeasance, costsbad faith or recklessness of the Master Servicer in supervising, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)monitoring and overseeing the obligations of the Servicers under this Agreement.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trustee or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to of this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Distribution Account. The Master Servicer's right Servicer shall not be liable for any acts or omissions of any Servicer except to indemnity the extent that damages or reimbursement pursuant to this Section shall survive any resignation expenses are incurred as a result of such act or termination omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or recklessness of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any lossesin supervising, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)monitoring and overseeing the obligations of the Servicers under this Agreement.

Limitation on Liability of the Master Servicer and Others. (a) Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trustholders of the Certificates, the Owner Depositor, the Trustee, the TransferorFiscal Agent, the Paying Agent, the Placement Agents, the Underwriters, the holder of any Serviced Companion Mortgage Loan, the holder of any B Note or the Noteholders Special Servicer for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreementfaith, or for errors in using reasonable business judgment. This , consistent with the Servicing Standard; provided that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any breach of a representation or warranty contained herein or any liability that which would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of duties under the duties Agreement or by reason of the Master Servicer or for reckless negligent disregard of the obligations of the Master Servicerand duties hereunder. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person (including, without limitation, the Special Servicer) respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall not be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against under any loss, liability, or expense incurred in connection with any legal action relating obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and ; provided that in its opinion may involve it in any expense or liability. The the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with respect may reasonably deem necessary or desirable in order to this Agreement and protect the interests of the Noteholders. If soCertificateholders and the Trustee in the Mortgage Loans, the reasonable interests of the holder of any B Note or the interests of the holder of any Serviced Companion Mortgage Loan (subject to the Special Servicer's servicing of Specially Serviced Mortgage Loans as contemplated herein), or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of the such action and any resulting liability shall be expenses, costs, expenses and liabilities costs of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant therefor as Servicing Advances as provided by Section 5.2, subject to the provisions of Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)4.4 hereof.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Securities Administrator or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to of this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)DistributionMaster Servicer Collection Account. The Master Servicer's right Servicer shall not be liable for any acts or omissions of any Servicer except to indemnity the extent that damages or reimbursement pursuant to this Section shall survive any resignation expenses are incurred as a result of such act or termination omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or recklessness of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any lossesin supervising, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)monitoring and overseeing the obligations of the Servicers under this Agreement.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Securities Administrator or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Trust Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for misfeasanceby reason of willful malfeasance, bad faith, faith or gross negligence in the performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Trust Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties as Master Servicer with respect to service the Mortgage Loans in accordance with under this Agreement, Trust Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Trust Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom, shall be expenses, costs, and liabilities of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination therefor out of the Master Servicer pursuant Account in accordance with the provisions of Section 8.07 and Section 8.12. The Master Servicer shall not be liable for any acts or omissions of any Servicer except to Section 5.04 the extent that damages or 6.01 with respect to any lossesexpenses are incurred as a result of such act or omissions and such damages and expenses would not have been incurred but for the negligence, expenseswillful malfeasance, costsbad faith or recklessness of the Master Servicer in supervising, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)monitoring and overseeing the obligations of the Servicers in this Trust Agreement.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Depositor or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Collection Account as provided in Section 4.08. The Master Servicer's right Servicer shall not be liable, and shall be indemnified from the Trust Fund, for any acts or omissions of any Servicer except to indemnity the extent the Trust Fund incurs damages or reimbursement pursuant to this Section shall survive any resignation expenses as a result of such acts or termination omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or recklessness of the Master Servicer pursuant to in supervising, monitoring and overseeing the obligations of the Servicers in accordance with Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)4.01 hereof.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trustee or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of the Master Servicer shall be entitled to indemnification by the Trust Fund and will be held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of his or its directorsduties hereunder or by reason of reckless disregard of his or its obligations and duties hereunder. The Master Servicer and any director, officersofficer, employees, employee or agents agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Collection Account it maintains as provided by Section 4.02. The Master Servicer shall not be liable for any acts or omissions of any Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of . In particular, the Master Servicer pursuant to Section 5.04 or 6.01 shall not be liable for any course of action taken by the Servicers with respect to loss mitigation of defaulted Mortgage Loans at the direction of the Credit Risk Manager or the Seller pursuant to any lossesCredit Risk Management Agreement. Further, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)the Master Servicer shall not be liable for performance by any Servicer under any Credit Risk Management Agreement.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the TrustCompany, the Issuer, the Owner Trustee, the Transferor, Indenture Trustee or the Noteholders Bondholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, or for errors in judgment. This provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the its duties hereunder or by reason of the Master Servicer or for its reckless disregard of the its obligations of the Master Servicerand duties hereunder. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) Company and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Servicing Agreement or the NotesBonds, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 5.06(b), other than any loss, liability, liability or expense related to any specific Mortgage Loan that is or Mortgage Loans (except as any such loss, liability or expense shall be otherwise not reimbursable pursuant to this Agreement Servicing Agreement) and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of its duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreementand duties hereunder. The Master Servicer need shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Servicing Agreement, and that which in its opinion may involve it in any expense or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersSecurityholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the TrustCompany, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group)therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination).

Limitation on Liability of the Master Servicer and Others. Neither None of the Master Servicer nor or any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the TrustIssuer, the Depositor, the Owner Trustee, the Transferor, Indenture Trustee or the Noteholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any such person against any breach of its directorswarranties, officers, employeesrepresentations or covenants made herein, or agents against any specific liability imposed on the Master Servicer pursuant hereto, or against any liability that which would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of the duties or by reason of the Master Servicer or for reckless disregard of the obligations of the Master Servicerand duties hereunder. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents 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 about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director, officer, employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified and held harmless by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Servicing Agreement or the Notes, other than any loss, liability, liability or expense related relating to any specific Mortgage Loan that is or Mortgage Loans (except as any such loss, liability or expense shall be otherwise not reimbursable pursuant to this Agreement and Servicing Agreement) or any loss, liability, liability or expense incurred due to its by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of duties under this Agreement hereunder or due to its by reason of reckless disregard of its obligations under this Agreementand duties hereunder. The Master Servicer need shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that unless such action is not incidental related to its respective duties to service under this Servicing Agreement; provided, however, that the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability. The Master Servicer may in its sole discretion undertake any such action that which it deems appropriate may deem necessary or desirable with respect to this Servicing Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersNoteholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting therefrom (except any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder) shall be expenses, costs, costs and liabilities of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant therefor from the Collection Account as and to the extent provided in Section 8.03(a)(x) 3.11, any such right of reimbursement being prior to the rights of the Indenture (but only from funds available from Noteholders to receive any amount in the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)Collection Account.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the TransferorDepositor, the Securities Administrator or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Trust Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for misfeasanceby reason of willful malfeasance, bad faith, faith or gross negligence in the performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Trust Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties as Master Servicer with respect to service the Mortgage Loans in accordance with under this Agreement, Trust Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Trust Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom, shall be expenses, costs, and liabilities of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination therefor out of the Master Servicer pursuant Account in accordance with the provisions of Section 8.07 and Section 8.12. The Master Servicer shall not be liable for any acts or omissions of any Servicer except to Section 5.04 the extent that damages or 6.01 with respect to any lossesexpenses are incurred as a result of such act or omissions and such damages and expenses would not have been incurred but for the negligence, expenseswillful malfeasance, costsbad faith or recklessness of the Master Servicer in supervising, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)monitoring and overseeing the obligations of the Servicers under this Trust Agreement.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trust or the Noteholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer's taking any action or refraining from taking any action Servicer in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the duties of the Master Servicer or for by reason of its reckless disregard of the its obligations and duties of the Master ServicerServicer hereunder; provided, further, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Agreement or the NotesCertificates, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, or defend any legal action that is not incidental to its and duties to service the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liabilityhereunder. The Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust and the Master Servicer shall only be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor pursuant to Section 8.03(a)(x) 3.05 upon presentation to the Trustee of the Indenture (but only from funds available from the applicable Loan Group)documentation of such expenses, costs and liabilities. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 6.04 or 6.01 7.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, or agents is liable to the Trust, the Owner Trustee, the Transferor, or the Noteholders for the Master Servicer's taking any action or refraining from taking any action in good faith pursuant to this Agreement, or for errors in judgment. This provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents against any liability that would otherwise be imposed for misfeasance, bad faith, or gross negligence in the performance of the duties of the Master Servicer or for reckless disregard of the obligations of the Master Servicer. The Master Servicer and any of its directors, officers, employees, or agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything arising under this Agreement. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, or defend any legal action that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability. The Master Servicer may in its sole discretion undertake any action that it deems appropriate with respect to this Agreement and the interests of the Noteholders. If so, the reasonable legal expenses and costs of the action and any resulting liability shall be expenses, costs, and liabilities of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x8.03(a)(xii) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination).

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trustee or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Collection Account it maintains as provided by Section 4.02. The Master Servicer shall not be liable for any acts or omissions of any Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of . In particular, the Master Servicer pursuant shall not be liable for any servicing errors or interruptions resulting from any failure of any Servicer to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events maintain computer and other information systems that occurred before its resignation or termination)are year-2000 compliant.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer or the Depositor nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer or the Depositor shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trust or the Noteholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer's taking any action Servicer or refraining from taking any action the Depositor in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer Servicer, the Depositor or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the duties of the Master Servicer or for the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties of the Master Servicer or the Depositor, as the case may be, hereunder; provided, further, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The preceding sentence shall not limit the obligations of the Master ServicerServicer pursuant to Section 8.05. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employeesthe Depositor, and agents any director or officer or employee or agent of the Master Servicer or the Depositor, shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Agreement or the NotesCertificates, other than any loss, liability, liability or expense related to any specific Mortgage Loan that is or Mortgage Loans (except as any such loss, liability or expense shall be otherwise not reimbursable pursuant to this Agreement Agreement) and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreementand duties hereunder. The Master Servicer need not appear in, prosecute, or defend the Depositor may undertake any legal such action that is not incidental to its duties to service the Mortgage Loans which it may deem necessary or desirable in accordance with respect of this Agreement, and that in its opinion may involve it in any expense or liability. The Master Servicer may in its sole discretion undertake any action that it deems appropriate with respect to this Agreement the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, unless the Depositor or the Master Servicer acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust and the Master Servicer shall only be entitled to be reimbursed pursuant therefor from the Collection Account as and to the extent provided in Section 8.03(a)(x) 3.11, any such right of reimbursement being prior to the rights of the Indenture (but only from funds available from Certificateholders to receive any amount in the applicable Loan Group)Collection Account. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 6.04 or 6.01 7.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities. Without limiting the foregoing, the Master Servicer shall undertake to defend any claims against the Trust Fund, the Trustee and/or itself initiated by a Borrower or otherwise related to the servicing of any Mortgage Loan. The Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies and holds the Trustee, the Depositor, the NIMS Insurer and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor, the NIMS Insurer and any Certificateholder may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Master Servicer shall immediately notify the Trustee, the Depositor, the NIMS Insurer and each Certificateholder if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Master Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Master Servicer, the Trustee, the Depositor, the NIMS Insurer and/or Certificateholder in respect of such claim. The provisions of this paragraph shall survive the termination of this Agreement and the payment of the outstanding Certificates.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the TransferorDepositor, the Securities Administrator or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Trust Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for misfeasanceby reason of willful malfeasance, bad faith, faith or gross negligence in the performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Trust Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties as Master Servicer with respect to service the Mortgage Loans in accordance with under this Agreement, Trust Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Trust Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom, shall be expenses, costs, and liabilities of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination therefor out of the Master Servicer pursuant Account in accordance with the provisions of Section 8.07 and Section 8.12. The Master Servicer shall not be liable for any acts or omissions of any Servicer except to Section 5.04 the extent that damages or 6.01 with respect to any lossesexpenses are incurred as a result of such act or omissions and such damages and expenses would not have been incurred but for the negligence, expenseswillful malfeasance, costsbad faith or recklessness of the Master Servicer in supervising, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)monitoring and overseeing the obligations of each Servicer under this Trust Agreement.

Limitation on Liability of the Master Servicer and Others. (a) Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trustholders of the Certificates, the Owner Depositor, the Trustee, the TransferorPaying Agent, the Placement Agents, the Underwriters, the holder of any Serviced Companion Mortgage Loan, the holder of any B Note or the Noteholders Special Servicer for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreementfaith, or for errors in using reasonable business judgment. This , consistent with the Servicing Standard; provided that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any breach of a representation or warranty contained herein or any liability that which would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of duties under the duties Agreement or by reason of the Master Servicer or for reckless negligent disregard of the obligations of the Master Servicerand duties hereunder. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person (including, without limitation, the Special Servicer) respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall not be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against under any loss, liability, or expense incurred in connection with any legal action relating obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and ; provided that in its opinion may involve it in any expense or liability. The the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with respect may reasonably deem necessary or desirable in order to this Agreement and protect the interests of the Noteholders. If soCertificateholders and the Trustee in the Mortgage Loans, the reasonable interests of the holder of any B Note or the interests of the holder of any Serviced Companion Mortgage Loan (subject to the Special Servicer's servicing of Specially Serviced Mortgage Loans as contemplated herein), or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of the such action and any resulting liability shall be expenses, costs, expenses and liabilities costs of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant therefor as Servicing Advances as provided by Section 5.2, subject to the provisions of Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)4.4 hereof.

Limitation on Liability of the Master Servicer and Others. Neither None of the Master Servicer nor or any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the TrustIssuer, the Depositor, the Owner Trustee, the Transferor, Indenture Trustee or the Noteholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any such person against any breach of its directorswarranties, officers, employeesrepresentations or covenants made herein, or agents against any specific liability imposed on the Master Servicer pursuant hereto, or against any liability that which would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of the duties or by reason of the Master Servicer or for reckless disregard of the obligations of the Master Servicerand duties hereunder. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents 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 about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director, officer, employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified and held harmless by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Servicing Agreement or the Notes, other than any loss, liability, liability or expense related relating to any specific Mortgage Loan that is or Mortgage Loans (except as any such loss, liability or expense shall be otherwise not reimbursable pursuant to this Agreement and Servicing Agreement) or any loss, liability, liability or expense incurred due to its by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of duties under this Agreement hereunder or due to its by reason of reckless disregard of its obligations under this Agreementand duties hereunder. The Master Servicer need shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that unless such action is not incidental related to its respective duties to service under this Servicing Agreement; provided, however, that the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability. The Master Servicer may in its sole discretion undertake any such action that which it deems appropriate may deem necessary or desirable with respect to this Servicing Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersNoteholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting therefrom (except any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder) shall be expenses, costs, costs and liabilities of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant therefor from the Collection Account as and to the extent provided in Section 8.03(a)(x) 3.11, any such right of reimbursement being prior to the rights of the Indenture (but only from funds available from Noteholders to receive any amount in the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)Collection Account.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the TrustCompany, the Issuer, the Owner Trustee, the Transferor, Indenture Trustee or the Noteholders Bondholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, or for errors in judgment. This provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the its duties hereunder or by reason of the Master Servicer or for its reckless disregard of the its obligations of the Master Servicerand duties hereunder. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) Company and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Servicing Agreement or the NotesBonds, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 5.06(b), other than any loss, liability, liability or expense related to any specific Mortgage Loan that is or Mortgage Loans (except as any such loss, liability or expense shall be otherwise not reimbursable pursuant to this Agreement Servicing Agreement) and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of its duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreementand duties hereunder. The Master Servicer need shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Servicing Agreement, and that which in its opinion may involve it in any expense or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersSecurityholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the TrustCompany, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group)therefor. The Master Servicer's ’s right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination).

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trustee or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Distribution Account. The Master Servicer's right Servicer shall not be liable for any acts or omissions of the Servicers except to indemnity the extent that damages or reimbursement pursuant to this Section shall survive any resignation expenses are incurred as a result of such act or termination omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or recklessness of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to in supervising, monitoring and overseeing the obligations of any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)servicer in this Agreement and the Purchase and Servicing Agreements.

Limitation on Liability of the Master Servicer and Others. (a) Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trustholders of the Certificates, the Owner Depositor, the Trustee, the TransferorCertificate Administrator, the Underwriters, the Initial Purchasers, the holder of any Serviced Companion Loan, the holder of any B Note, the Trust Advisor or the Noteholders Special Servicer for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreementfaith, or for errors in using reasonable business judgment. This , consistent with the Servicing Standard; provided that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any breach of a representation or warranty contained herein or any liability that which would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the duties under this Agreement or by reason of the Master Servicer or for reckless negligent disregard of the obligations of the Master Servicerand duties hereunder. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person (including, without limitation, the Special Servicer) respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall not be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against under any loss, liability, or expense incurred in connection with any legal action relating obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and ; provided that in its opinion may involve it in any expense or liability. The the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with respect may reasonably deem necessary or desirable in order to this Agreement and protect the interests of the Noteholders. If soCertificateholders, the reasonable Trustee and the Trust in the Mortgage Loans, the interests of the holder of any B Note or the interests of the holder of any Serviced Companion Loan (subject to the Special Servicer’s servicing of Specially Serviced Mortgage Loans as contemplated herein), or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of the such action and any resulting liability shall be expenses, costs, expenses and liabilities costs of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant therefor as Servicing Advances as provided by Section 5.2, subject to the provisions of Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)4.4 hereof.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the TrustCompany, the Issuer, the Owner Trustee, the Transferor, Indenture Trustee or the Noteholders Bondholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, or for errors in judgment. This PROVIDED, HOWEVER, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the its duties hereunder or by reason of the Master Servicer or for its reckless disregard of the its obligations of the Master Servicerand duties hereunder. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents 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 about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) Company and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Servicing Agreement or the NotesBonds, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 5.06(b), other than any loss, liability, liability or expense related to any specific Mortgage Loan that is or Mortgage Loans (except as any such loss, liability or expense shall be otherwise not reimbursable pursuant to this Agreement Servicing Agreement) and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of its duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreementand duties hereunder. The Master Servicer need shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Servicing Agreement, and that which in its opinion may involve it in any expense or liability. The ; PROVIDED, HOWEVER, that the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersBondholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the TrustCompany, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group)therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination).

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trust or the Noteholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer's taking any action or refraining from taking any action Servicer in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the duties of the Master Servicer or for by reason of its reckless disregard of the its obligations and duties of the Master ServicerServicer hereunder; provided, further, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Agreement or the NotesCertificates, other than any loss, liability, liability or expense related to any specific Mortgage Loan that is or Mortgage Loans (except as any such loss, liability or expense shall be otherwise not reimbursable pursuant to this Agreement Agreement) and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, or defend any legal action that is not incidental to its and duties to service the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liabilityhereunder. The Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust and the Master Servicer shall only be entitled to be reimbursed therefor only pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group)3.11. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 6.04 or 6.01 7.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities.

Limitation on Liability of the Master Servicer and Others. (a) Neither the Master Servicer nor any of its the Affiliates, directors, officers, employees, members, managers or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trusteeholders of the Certificates, any other party to this Agreement, the TransferorUnderwriters, the Initial Purchasers, the holder of any Serviced Companion Loan or the Noteholders holder of any B Note for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreementfaith, or for errors in using reasonable business judgment. This , consistent with the Servicing Standard; provided that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any breach of a representation or warranty contained herein or any liability that which would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the duties under this Agreement or by reason of the Master Servicer or for reckless negligent disregard of the obligations of the Master Servicerand duties hereunder. The Master Servicer and any Affiliate, director, officer, employee, member, manager or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person (including, without limitation, the Special Servicer) respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall not be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against under any loss, liability, or expense incurred in connection with any legal action relating obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and ; provided that in its opinion may involve it in any expense or liability. The the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with respect may reasonably deem necessary or desirable in order to this Agreement and protect the interests of the Noteholders. If soCertificateholders, the reasonable Trustee and the Trust in the Mortgage Loans, the interests of the holder of any B Note or the interests of the holder of any Serviced Companion Loan (subject to the Special Servicer’s servicing of Specially Serviced Mortgage Loans as contemplated herein), or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of the such action and any resulting liability shall be expenses, costs, expenses and liabilities costs of the Trust, 274 and the Master Servicer shall only be entitled to be reimbursed pursuant therefor as Servicing Advances as provided by Section 5.2, subject to the provisions of Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)4.4 hereof.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trustee or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of the Master Servicer shall be entitled to indemnification by the Trust Fund and will be held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of his or its directorsduties hereunder or by reason of reckless disregard of his or its obligations and duties hereunder. The Master Servicer and any director, officersofficer, employees, employee or agents agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from Collection Account it maintains as provided by Section 4.02. Notwithstanding anything herein to the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of contrary, the Master Servicer pursuant to Section 5.04 shall have no liability for the servicing of the Additional Collateral, including, without limitation, the perfection, continuation, partial release, release, termination, realization upon, substitution, foreclosure, sale, or 6.01 any other matter with respect to any losses, expenses, coststhe Additional Collateral, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)the enforcement of the Additional Collateral Servicing Agreement.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the TrustCompany, the Issuing Entity, the Owner Trustee, the TransferorSecurities Administrator, the Indenture Trustee or the Noteholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Master Servicing Agreement, or for errors in judgment. This provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the its duties hereunder or by reason of the Master Servicer or for its reckless disregard of the its obligations of the Master Servicerand duties hereunder. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) Estate and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Master Servicing Agreement or the Notes, any other Basic Document other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of its duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreementand duties hereunder. The Master Servicer need shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to master service the Mortgage Loans in accordance with this Master Servicing Agreement, and that which in its opinion may involve it in any expense or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Master Servicing Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersSecurityholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the TrustTrust Estate, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group)therefor. The Master Servicer's ’s right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section Sections 5.04 or 6.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination). The Master Servicer shall not be liable for any acts or omissions of the Servicer, except as otherwise expressly provided herein.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trust or the Class A Noteholders for any action taken or for refraining from the taking of any action by the Master Servicer's taking any action or refraining from taking any action Servicer in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the duties of the Master Servicer or for by reason of its reckless disregard of the its obligations and duties of the Master ServicerServicer hereunder; provided, further, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any Senior Lien exceed Net Recoveries realized with respect to the related Mortgage Loan. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Agreement or the Class A Notes, other than any loss, liability, liability or expense related to any specific Mortgage Loan that is or Mortgage Loans (except as any such loss, liability or expense shall be otherwise not reimbursable pursuant to this Agreement Agreement) and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, or defend any legal action that is not incidental and duties hereunder; and such amounts shall be payable only pursuant to its duties to service the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liabilitySection 5.01(a)I(x). The Master Servicer may in its sole discretion with the consent of the Insurer (which consent shall not be unreasonably withheld) undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersClass A Noteholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust and the Master Servicer shall only be entitled to be reimbursed therefor only pursuant to Section 8.03(a)(x5.01(a)I(xii), (b)(ii) of the Indenture (but only from funds available from the applicable Loan Groupor 5.01(b)(ii). The Master Servicer's ’s right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 6.04 or 6.01 7.01 below with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities.

Limitation on Liability of the Master Servicer and Others. (a) Neither the Master Servicer nor any of its the Affiliates, directors, officers, employees, members, managers or agents is liable of the Master Servicer shall be under any liability to the Trustholders of the Certificates, any other party to this Agreement, the Owner TrusteeUnderwriters, the TransferorInitial Purchasers, the holder of any Serviced Companion Loan or the Noteholders holder of any B Note for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreementfaith, or for errors in using reasonable business judgment. This , consistent with the Servicing Standard; provided that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any breach of a representation or warranty contained herein or any liability that which would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the duties under this Agreement or by reason of the Master Servicer or for reckless negligent disregard of the obligations of the Master Servicerand duties hereunder. The Master Servicer and any Affiliate, director, officer, employee, member, manager or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person (including, without limitation, the Special Servicer) respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall not be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against under any loss, liability, or expense incurred in connection with any legal action relating obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and ; provided that in its opinion may involve it in any expense or liability. The the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with respect may reasonably deem necessary or desirable in order to this Agreement and protect the interests of the Noteholders. If soCertificateholders, the reasonable Trustee and the Trust in the Mortgage Loans, the interests of the holder of any B Note or the interests of the holder of any Serviced Companion Loan (subject to the Special Servicer’s servicing of Specially Serviced Mortgage Loans as contemplated herein), or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of the such action and any resulting liability shall be expenses, costs, expenses and liabilities costs of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant therefor as Servicing Advances as provided by Section 5.2, subject to the provisions of Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)4.4 hereof.

Limitation on Liability of the Master Servicer and Others. (a) Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trustholders of the Certificates, the Owner Depositor, the Trustee, the TransferorFiscal Agent, the Paying Agent, the Placement Agents, the Underwriters, the holder of any B Note or the Noteholders Special Servicer for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreementfaith, or for errors in using reasonable business judgment. This , consistent with the Servicing Standard; provided that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any breach of a representation or warranty contained herein or any liability that which would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of duties under the duties Agreement or by reason of the Master Servicer or for reckless negligent disregard of the obligations of the Master Servicerand duties hereunder. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person (including, without limitation, the Special Servicer) respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall not be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against under any loss, liability, or expense incurred in connection with any legal action relating obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and ; provided that in its opinion may involve it in any expense or liability. The the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with respect may reasonably deem necessary or desirable in order to this Agreement and protect the interests of the NoteholdersCertificateholders and the Trustee in the Mortgage Loans, or the interests of the holder of any B Note (subject to the Special Servicer's servicing of Specially Serviced Mortgage Loans as contemplated herein), or shall undertake any such action if instructed to do so by the Trustee. If soIn such event, the reasonable all legal expenses and costs of the such action and any resulting liability shall be expenses, costs, expenses and liabilities costs of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant therefor as Servicing Advances as provided by Section 5.2, subject to the provisions of Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)4.4 hereof.

Limitation on Liability of the Master Servicer and Others. (a) Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trustholders of the Certificates, the Owner Depositor, the Trustee, the TransferorFiscal Agent, the Paying Agent, the Placement Agents, the Underwriters or the Noteholders Special Servicer for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreementfaith, or for errors in using reasonable business judgment. This , consistent with the Servicing Standard; provided that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any breach of a representation or warranty contained herein or any liability that which would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of duties under the duties Agreement or by reason of the Master Servicer or for reckless negligent disregard of the obligations of the Master Servicerand duties hereunder. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person (including, without limitation, the Special Servicer) respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall not be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against under any loss, liability, or expense incurred in connection with any legal action relating obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and ; provided that in its opinion may involve it in any expense or liability. The the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with respect may reasonably deem necessary or desirable in order to this Agreement and protect the interests of the NoteholdersCertificateholders and the Trustee in the Mortgage Loans (subject to the Special Servicer's servicing of Specially Serviced Mortgage Loans as contemplated herein), or shall undertake any such action if instructed to do so by the Trustee. If soIn such event, the reasonable all legal expenses and costs of the such action and any resulting liability shall be expenses, costs, expenses and liabilities costs of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant therefor as Servicing Advances as provided by Section 5.2, subject to the provisions of Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)4.4 hereof.

Limitation on Liability of the Master Servicer and Others. (a) Neither the Master Servicer nor any of its the Affiliates, directors, officers, employees, members, managers or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trusteeholders of the Certificates, any other party to this Agreement, the TransferorUnderwriters, the Initial Purchasers, the holder of any Serviced Companion Loan or the Noteholders holder of any B Note for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreementfaith, or for errors in using reasonable business judgment. This , consistent with the Servicing Standard; provided that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any breach of a representation or warranty contained herein or any liability that which would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the duties under this Agreement or by reason of the Master Servicer or for reckless negligent disregard of the obligations of the Master Servicerand duties hereunder. The Master Servicer and any Affiliate, director, officer, employee, member, manager or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person (including, without limitation, the Special Servicer) respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall not be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against under any loss, liability, or expense incurred in connection with any legal action relating obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement; provided that the Master Servicer, and that in its opinion may involve it in any expense or liability. The Master Servicer subject to Section 9.34, may in its sole discretion undertake any such action that it deems appropriate with respect may reasonably deem necessary or desirable in order to this Agreement and protect the interests of the Noteholders. If soCertificateholders, the reasonable Trustee and the Trust in the Mortgage Loans, the interests of the holder of any B Note or the interests of the holder of any Serviced Companion Loan (subject to the Special Servicer’s servicing of Specially Serviced Mortgage Loans as contemplated herein), or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of the such action and any resulting liability shall be expenses, costs, expenses and liabilities costs of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant therefor as Servicing Advances as provided by Section 5.2, subject to the provisions of Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)4.4 hereof.

Limitation on Liability of the Master Servicer and Others. (a) Neither the Master Servicer nor any of its the partners, representatives, Affiliates, members, managers, directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trustholders of the Certificates, the Owner Depositor, the Trustee, the TransferorFiscal Agent, the Paying Agent, the Placement Agent, the Underwriters, the holder of any Subordinate Note or any Non-Trust-Serviced Companion Loan or the Noteholders Special Servicer for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreementfaith, or for errors in using reasonable business judgment. This , consistent with the Servicing Standard; provided that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any breach of a representation or warranty contained herein or any liability that which would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of duties under the duties Agreement or by reason of the Master Servicer or for reckless negligent disregard of the obligations of the Master Servicerand duties hereunder. The Master Servicer and any partner, representative, Affiliate, member, manager, director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person (including, without limitation, the Special Servicer) respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall not be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against under any loss, liability, or expense incurred in connection with any legal action relating obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and ; provided that in its opinion may involve it in any expense or liability. The the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with respect may reasonably deem necessary or desirable in order to this Agreement and protect the interests of the NoteholdersCertificateholders and the Trustee in the Mortgage Loans or the interests of the Serviced Companion Loan in the Serviced Loan Group (subject to the Special Servicer's servicing of Specially Serviced Mortgage Loans as contemplated herein). If soIn such event, the reasonable all legal expenses and costs of the such action and any resulting liability shall be expenses, costs, expenses and liabilities costs of the TrustTrust and if applicable, the holder of the Serviced Companion Loan, and the Master Servicer shall only be entitled to be reimbursed pursuant therefor as Servicing Advances as provided by Section 5.2, subject to the provisions of Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)4.4 hereof.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, or agents is liable to the Trust, the Owner Trustee, the Transferor, or the Noteholders for the Master Servicer's taking any action or refraining from taking any action in good faith pursuant to this Agreement, or for errors in judgment. This provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents against any liability that would otherwise be imposed for misfeasance, bad faith, or gross negligence in the performance of the duties of the Master Servicer or for reckless disregard of the obligations of the Master Servicer. The Master Servicer and any of its directors, officers, employees, or agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything arising under this Agreement. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Groupavailable) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, or defend any legal action that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability. The Master Servicer may in its sole discretion undertake any action that it deems appropriate with respect to this Agreement and the interests of the Noteholders. If so, the reasonable legal expenses and costs of the action and any resulting liability shall be expenses, costs, and liabilities of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x8.03(a)(vii) of the Indenture (but only from funds available from the applicable Loan Groupavailable). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination).

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the TrustIssuer, the Owner Trustee, the Transferor, Indenture Trustee or the Noteholders Securityholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, or for errors in judgment. This PROVIDED, HOWEVER, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the its duties hereunder or by reason of the Master Servicer or for its reckless disregard of the its obligations of the Master Servicerand duties hereunder. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents 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 about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) Issuer and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Servicing Agreement or the NotesSecurities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of its duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreementand duties hereunder. The Master Servicer need shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Home Loans in accordance with this Servicing Agreement, and that which in its opinion may involve it in any expense or liability. The ; PROVIDED, HOWEVER, that the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersSecurityholders. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the TrustIssuer, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group)therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 6.04 or 6.01 7.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination).

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trustee or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Collection Account it maintains as provided by Section 4.02. The Master Servicer shall not be liable for any acts or omissions of any Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of . In particular, the Master Servicer pursuant to Section 5.04 or 6.01 shall not be liable for any course of action taken by the Servicers with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)loss mitigation of defaulted Mortgage Loans at the direction of the Seller.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, or agents is liable to the Trust, the Owner Trustee, the Transferor, or the Noteholders for the Master Servicer's taking any action or refraining from taking any action in good faith pursuant to this Agreement, or for errors in judgment. This provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents against any liability that would otherwise be imposed for misfeasance, bad faith, or gross negligence in the performance of the duties of the Master Servicer or for reckless disregard of the obligations of the Master Servicer. The Master Servicer and any of its directors, officers, employees, or agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything arising under this Agreement. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, or defend any legal action that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability. The Master Servicer may in its sole discretion undertake any action that it deems appropriate with respect to this Agreement and the interests of the Noteholders. If so, the reasonable legal expenses and costs of the action and any resulting liability shall be expenses, costs, and liabilities of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x8.03(c)(v) of the Indenture (but only from funds available from the applicable Loan Group)Indenture. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination).

Limitation on Liability of the Master Servicer and Others. (a) Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trustholders of the Certificates, the Owner Depositor, the Trustee, the TransferorPlacement Agents, the Underwriters, the holder of any Serviced Companion Mortgage Loan, the holder of any B Note or the Noteholders Special Servicer for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreementfaith, or for errors in using reasonable business judgment. This , consistent with the Servicing Standard; provided that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any breach of a representation or warranty contained herein or any liability that which would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of duties under the duties Agreement or by reason of the Master Servicer or for reckless negligent disregard of the obligations of the Master Servicerand duties hereunder. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person (including, without limitation, the Special Servicer) respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall not be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against under any loss, liability, or expense incurred in connection with any legal action relating obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and ; provided that in its opinion may involve it in any expense or liability. The the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with respect may reasonably deem necessary or desirable in order to this Agreement and protect the interests of the Noteholders. If soCertificateholders and the Trustee in the Mortgage Loans, the reasonable interests of the holder of any B Note or the interests of the holder of any Serviced Companion Mortgage Loan (subject to the Special Servicer's servicing of Specially Serviced Mortgage Loans as contemplated herein), or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of the such action and any resulting liability shall be expenses, costs, expenses and liabilities costs of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant therefor as Servicing Advances as provided by Section 5.2, subject to the provisions of Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)4.4 hereof.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trust or the Noteholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer's taking any action or refraining from taking any action Servicer in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of the duties of the Master Servicer or for by reason of reckless disregard of the obligations and duties of the Master ServicerServicer hereunder. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Agreement or the NotesCertificates, other than any loss, liability, liability or expense related to any specific Mortgage Loan that is or Mortgage Loans (except as any such loss, liability or expense shall be otherwise not reimbursable pursuant to this Agreement Agreement) and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreementand duties hereunder. The Master Servicer need shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and that which in its opinion may involve it in any expense or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust and the Master Servicer shall only be entitled to be reimbursed therefor pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group5.01(a)(ix). The Master Servicer's right to indemnity or reimbursement pursuant to this Section 7.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 7.04 or 6.01 8.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination).

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trustee or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Distribution Account. The Master Servicer's right Servicer shall not be liable for any acts or omissions of the Servicer except to indemnity the extent that damages or reimbursement pursuant to this Section shall survive any resignation expenses are incurred as a result of such act or termination omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or recklessness of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any lossesin supervising, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)monitoring and overseeing the obligations of the Servicer in this Agreement and the Servicing Agreement.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the TrustDepositor, the Owner Trustee, the TransferorGrantor Trustee, the Indenture Trusee or the Noteholders Grantor Trust Certificateholder or any Securityholder for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, or for errors in judgment. This provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the its duties hereunder or by reason of the Master Servicer or for its reckless disregard of the its obligations of the Master Servicerand duties hereunder. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) Depositor and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Servicing Agreement, the Transferor Certificates, Grantor Trust Certificate or the NotesSecurities, including any amount paid to the Owner Trustee, the Grantor Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of its duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreementand duties hereunder. The Master Servicer need shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Home Loans in accordance with this Servicing Agreement, and that which in its opinion may involve it in any expense or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersSecurityholders. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group)therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 6.04 or 6.01 7.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination).

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Indenture Trustee, the TransferorCustodian, the Depositor or the Noteholders Securityholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersSecurityholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Collection Account as provided in Section 4.08. The Master Servicer's right Servicer shall not be liable for any acts or omissions of any Servicer except to indemnity the extent the Trust incurs damages or reimbursement pursuant to this Section shall survive any resignation expenses as a result of such act or termination omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or recklessness of the Master Servicer pursuant to in supervising, monitoring and overseeing the obligations of the Servicers in accordance with Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)4.01 hereof.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trust or the Noteholders for any action taken or for refraining from the taking of any action by the Master Servicer's taking any action or refraining from taking any action Servicer in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the duties of the Master Servicer or for by reason of its reckless disregard of the its obligations and duties of the Master ServicerServicer hereunder; provided, further, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any Senior Lien exceed Net Recoveries realized with respect to the related Mortgage Loan. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Agreement or the Notes, other than any loss, liability, liability or expense related to any specific Mortgage Loan that is or Mortgage Loans (except as any such loss, liability or expense shall be otherwise not reimbursable pursuant to this Agreement Agreement) and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, or defend any legal action that is not incidental and duties hereunder; and such amounts shall be payable only pursuant to its duties to service the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liabilitySection 5.01(a)I(x). The Master Servicer may in its sole discretion with the consent of the Insurer (which consent shall not be unreasonably withheld) undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersNoteholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust and the Master Servicer shall only be entitled to be reimbursed therefor only pursuant to Section 8.03(a)(x5.01(a)I(xii), (b)(ii) of the Indenture (but only from funds available from the applicable Loan Groupor 5.01(b)(ii). The Master Servicer's ’s right to indemnity or reimbursement pursuant to this Section 6.03 shall survive the termination of this Agreement and any resignation or termination of the Master Servicer pursuant to Section 5.04 6.04 or 6.01 7.01 below with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the TrustCompany, the Issuer, the Owner Trustee, the Transferor, Indenture Trustee or the Noteholders Bondholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, or for errors in judgment. This provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the its duties hereunder or by reason of the Master Servicer or for its reckless disregard of the its obligations of the Master Servicerand duties hereunder. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) Company and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Servicing Agreement or the NotesBonds, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 5.06(b) other than any loss, liability, liability or expense related to any specific Mortgage Loan that is or Mortgage Loans (except as any such loss, liability or expense shall be otherwise not reimbursable pursuant to this Agreement Servicing Agreement) and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of its duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreementand duties hereunder. The Master Servicer need shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Servicing Agreement, and that which in its opinion may involve it in any expense or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersSecurityholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the TrustCompany, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group)therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination).

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the TrustIssuer, the Owner Trustee, the TransferorIndenture Trustee, the Note Insurer or the Noteholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, or for errors in judgment. This PROVIDED, HOWEVER, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the its duties hereunder or by reason of the Master Servicer or for its reckless disregard of the its obligations of the Master Servicerand duties hereunder. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents 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 about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) Issuer and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Servicing Agreement or the Notes, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 5.06(b), other than any loss, liability, liability or expense related to any specific Mortgage Loan that is or Mortgage Loans (except as any such loss, liability or expense shall be otherwise not reimbursable pursuant to this Agreement Servicing Agreement) and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of its duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreementand duties hereunder. The Master Servicer need shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Servicing Agreement, and that which in its opinion may involve it in any expense or liability. The ; PROVIDED, HOWEVER, that the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersNoteholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the TrustIssuer, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group)therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination). Any reimbursements or indemnification to the Master Servicer from the Issuer pursuant to this Section 5.03 shall be payable in the priority set forth in Section 3.05(a)(ix) of the Indenture.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trustee or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to of this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Distribution Account. The Master Servicer's right Servicer shall not be liable for any acts or omissions of the Servicer except to indemnity the extent that damages or reimbursement pursuant to this Section shall survive any resignation expenses are incurred as a result of such act or termination omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or recklessness of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any lossesin supervising, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)monitoring and overseeing the obligations of the Servicer under this Agreement.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the TrustCompany, the Issuer, the Owner Trustee, the Transferor, Indenture Trustee or the Noteholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, or for errors in judgment. This PROVIDED, HOWEVER, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the its duties hereunder or by reason of the Master Servicer or for its reckless disregard of the its obligations of the Master Servicerand duties hereunder. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents 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 about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) Company and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Servicing Agreement or the Notes, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 5.06(b), other than any loss, liability, liability or expense related to any specific Mortgage Loan that is or Mortgage Loans (except as any such loss, liability or expense shall be otherwise not reimbursable pursuant to this Agreement Servicing Agreement) and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of its duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreementand duties hereunder. The Master Servicer need shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Servicing Agreement, and that which in its opinion may involve it in any expense or liability. The ; PROVIDED, HOWEVER, that the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersNoteholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the TrustCompany, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group)therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination).

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trust or the Noteholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer's taking any action or refraining from taking any action Servicer in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the duties of the Master Servicer or for by reason of its reckless disregard of the its obligations and duties of the Master ServicerServicer hereunder. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each any director or officer or employee or agent of its directors, officers, employees, and agents the Master Servicer shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Agreement or the NotesCertificates, other than any loss, liability, liability or expense related to any specific Mortgage Loan that is or Mortgage Loans (except as any such loss, liability or expense shall be otherwise not reimbursable pursuant to this Agreement Agreement) and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, or defend any legal action that is not incidental to its and duties to service the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liabilityhereunder. The Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with may deem necessary or desirable in respect to of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 6.04 or 6.01 7.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trust Administrator or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Certificate Distribution Account. The Master Servicer's right Servicer shall not be liable for any acts or omissions of any Servicer except to indemnity the extent that damages or reimbursement pursuant to this Section shall survive any resignation expenses are incurred as a result of such act or termination omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or recklessness of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any lossesin supervising, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)monitoring and overseeing the obligations of the Servicers in this Agreement.

Limitation on Liability of the Master Servicer and Others. (a) Neither the Master Servicer nor any of its the Affiliates, directors, officers, employees, members, managers or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trusteeholders of the Certificates, any other party to this Agreement, the TransferorUnderwriters, the Initial Purchasers, the holder of any Serviced Companion Loan or the Noteholders holder of any B Note for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreementfaith, or for errors in judgment. This , consistent with the Servicing Standard; provided that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any breach of a representation or warranty contained herein or any liability that which would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the duties under this Agreement or by reason of the Master Servicer or for reckless negligent disregard of the obligations of the Master Servicerand duties hereunder. The Master Servicer and any Affiliate, director, officer, employee, member, manager or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person (including, without limitation, the Special Servicer) respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall not be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against under any loss, liability, or expense incurred in connection with any legal action relating obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental unless such action relates to its duties to service the Mortgage Loans in accordance with under this Agreement, Agreement and that which in its opinion may involve does not expose it in to any expense or liability. The liability for which reimbursement is not reasonably assured; provided that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with respect may reasonably deem necessary or desirable in order to this Agreement and protect the interests of the Noteholders. If soCertificateholders, the reasonable Trustee and the Trust in the Mortgage Loans, the interests of the holder of any B Note or the interests of the holder of any Serviced Companion Loan (subject to the Special Servicer’s servicing of Specially Serviced Mortgage Loans as contemplated herein), or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of the such action and any resulting liability shall be expenses, costs, expenses and liabilities costs of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant therefor as Servicing Advances as provided by Section 5.2, subject to the provisions of Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)4.4 hereof.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trustee or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Collection Account it maintains as provided by Section 4.02. The Master Servicer shall not be liable for any acts or omissions of any Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of . In particular, the Master Servicer pursuant to Section 5.04 or 6.01 shall not be liable for any course of action taken by the Servicers with respect to loss mitigation of defaulted Mortgage Loans at the direction of the Loss Mitigation Advisor or the Seller pursuant to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)Loss Mitigation Advisory Agreement.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trustee or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this AgreementIndenture, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Indenture and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Certificate Account as provided in by Section 3.08. The Master Servicer shall not be liable for any acts or omissions of any Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of . In particular, the Master Servicer pursuant shall not be liable for any servicing errors or interruptions resulting from any failure of any Servicer to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events maintain computer and other information systems that occurred before its resignation or termination)are year-2000 compliant.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trustee or the Noteholders Certificateholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any liability that would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of the its duties or by reason of the Master Servicer or for reckless disregard of the for its obligations of the Master Servicerand duties under this Agreement. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, or expense incurred in connection with any legal action relating under no obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense expenses or liability. The ; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it deems appropriate with may deem necessary or desirable in respect to of this Agreement and the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust Fund and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) therefor out of the Indenture (but only from funds available from the applicable Loan Group)Distribution Account. The Master Servicer's right Servicer shall not be liable for any acts or omissions of any Servicer except to indemnity the extent that damages or reimbursement pursuant to this Section shall survive any resignation expenses are incurred as a result of such act or termination omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or recklessness of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any lossesin supervising, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination).monitoring and overseeing the obligations of the Servicers under this Agreement. 91

Limitation on Liability of the Master Servicer and Others. (a) Neither the Master Servicer nor any of its the directors, officers, employees, employees or agents is liable of the Master Servicer shall be under any liability to the Trustholders of the Certificates, the Owner Depositor, the Trustee, the TransferorFiscal Agent, the Paying Agent, the Placement Agents, the Underwriters, the holder of the WestShore Plaza Companion Loan, the holder of any B Note or the Noteholders Special Servicer for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreementfaith, or for errors in using reasonable business judgment. This , consistent with the Servicing Standard; provided that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such person against any breach of a representation or warranty contained herein or any liability that which would otherwise be imposed for by reason of willful misfeasance, bad faith, faith or gross negligence in the its performance of duties under the duties Agreement or by reason of the Master Servicer or for reckless negligent disregard of the obligations of the Master Servicerand duties hereunder. The Master Servicer and any director, officer, employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person (including, without limitation, the Special Servicer) respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employees, and agents shall not be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against under any loss, liability, or expense incurred in connection with any legal action relating obligation to this Agreement, the Transferor Certificates, or the Notes, other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, or expense incurred due to its willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement or due to its reckless disregard of its obligations under this Agreement. The Master Servicer need not appear in, prosecute, prosecute or defend any legal action that which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and ; provided that in its opinion may involve it in any expense or liability. The the Master Servicer may in its sole discretion undertake any such action that which it deems appropriate with respect may reasonably deem necessary or desirable in order to this Agreement and protect the interests of the Noteholders. If soCertificateholders and the Trustee in the Mortgage Loans, the reasonable interests of the holder of any B Note or the interests of the holder of the WestShore Plaza Companion Loan (subject to the Special Servicer's servicing of Specially Serviced Mortgage Loans as contemplated herein), or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of the such action and any resulting liability shall be expenses, costs, expenses and liabilities costs of the Trust, and the Master Servicer shall only be entitled to be reimbursed pursuant therefor as Servicing Advances as provided by Section 5.2, subject to the provisions of Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group). The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs, or liabilities arising before its resignation or termination (or arising from events that occurred before its resignation or termination)4.4 hereof.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer or the Depositor nor any of its directors, officers, employees, the directors or officers or employees or agents is liable of the Master Servicer or the Depositor shall be under any liability to the Trust, the Owner Trustee, the Transferor, Trust or the Noteholders Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer's taking any action Servicer or refraining from taking any action the Depositor in good faith pursuant to this Agreement, or for errors in judgment. This ; provided, however, that this provision shall not protect the Master Servicer Servicer, the Depositor or any of its directors, officers, employees, or agents such Person against any liability that which would otherwise be imposed for by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the duties of the Master Servicer or for the Depositor, as the case may be, or by reason of its reckless disregard of the its obligations and duties of the Master ServicerServicer or the Depositor, as the case may be, hereunder; provided, further, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The Master Servicer and any director or officer or employee or agent of its directors, officers, employees, or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directors, officers, employeesthe Depositor, and agents any director or officer or employee or agent of the Master Servicer or the Depositor, shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) and held harmless against any loss, liability, liability or expense incurred in connection with any legal action relating to this Agreement, the Transferor Certificates, Agreement or the NotesCertificates, other than any loss, liability, liability or expense related to any specific Mortgage Loan that is or Mortgage Loans (except as any such loss, liability or expense shall be otherwise not reimbursable pursuant to this Agreement Agreement) and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreementand duties hereunder. The Master Servicer need not appear in, prosecute, or defend the Depositor may undertake any legal such action that is not incidental to its duties to service the Mortgage Loans which it may deem necessary or desirable in accordance with respect of this Agreement, and that in its opinion may involve it in any expense or liability. The Master Servicer may in its sole discretion undertake any action that it deems appropriate with respect to this Agreement the rights and duties of the parties hereto and the interests of the NoteholdersCertificateholders hereunder. If soIn such event, unless the Depositor or the Master Servicer acts without the consent of the Certificate Insurer (unless the Policy has been canceled upon the payment in full of the Insured Certificates or a Certificate Insurer Default has occurred and is continuing) and Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the Trust, Trust and the Master Servicer shall only be entitled to be reimbursed pursuant therefor from the Collection Account as and to the extent provided in Section 8.03(a)(x) 3.11, any such right of reimbursement being prior to the rights of the Indenture (but only from funds available from Certificateholders to receive any amount in the applicable Loan Group)Collection Account. The Master Servicer's ’s right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 6.04 or 6.01 7.01 with respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees, employees or agents is liable shall be under any liability to the TrustIssuer, the Owner Trustee, the Transferor, Indenture Trustee or the Noteholders Securityholders for the Master Servicer's taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement; provided, or for errors in judgment. This that this provision shall not protect the Master Servicer or any of its directors, officers, employees, or agents such Person against any liability that would otherwise be imposed for on it by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of the its duties hereunder or by reason of the Master Servicer or for its reckless disregard of the obligations of the Master Servicerthereof. The Master Servicer and any of its directorsdirector, officersofficer, employees, employee or agents agent thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any person about anything Person respecting any matters arising under this Agreementhereunder. The Master Servicer and each of its directorsany director, officersofficer, employees, and agents employee or agent thereof shall be indemnified by the Trust (but only from funds available from the applicable Loan Group) Issuer and held harmless against any loss, liability, liability or expense incurred in connection with any legal action Proceeding relating to this Agreement, the Transferor Certificates, Agreement or the NotesSecurities, including any amount paid to the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability, or expense related to any specific Mortgage Loan that is otherwise not reimbursable pursuant to this Agreement and any loss, liability, liability or expense incurred due to by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of its duties under this Agreement hereunder or due to by reason of its reckless disregard of its obligations under this Agreementthereof. The Master Servicer need not shall be under no obligation to appear in, prosecute, prosecute or defend any legal action that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability. The ; provided, that the Master Servicer may in its sole discretion undertake any action that it deems appropriate with may deem necessary or desirable in respect to of this Agreement Agreement, the rights and duties of the parties hereto and the interests of the NoteholdersSecurityholders. If soIn such event, the reasonable legal expenses and costs of the such action and any liability resulting liability therefrom shall be expenses, costs, costs and liabilities of the TrustIssuer, and the Master Servicer shall only be entitled to be reimbursed pursuant to Section 8.03(a)(x) of the Indenture (but only from funds available from the applicable Loan Group)reimbursement therefor. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 5.04 6.04 or 6.01 with Article VII in respect to any losses, expenses, costs, costs or liabilities arising before its prior to such resignation or termination (or arising from events that occurred before its prior to such resignation or termination).