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

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund Company, the Issuer, the Owner Trustee, the Indenture Trustee or the Certificateholders Securityholders for 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; providedPROVIDED, howeverHOWEVER, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund Company and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the CertificatesSecurities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Servicing Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Servicing Agreement, and which in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders Securityholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundCompany, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund Issuer, the Owner Trustee, the Indenture Trustee or the Certificateholders Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which that would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund Issuer and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the CertificatesSecurities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Agreement, and which that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which that it may deem necessary or desirable in respect of this Agreement and Agreement, the rights and duties of the parties hereto and the interests of the Certificateholders hereunderSecurityholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundIssuer, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; , provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any breach of warranties or representations made herein, its own negligent actions, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderAgreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the Servicer shall be entitled to reimbursement from the Owner of the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expensesaction. Notwithstanding Section 20, costs and liabilities of the Trust Fund, and the Servicer shall not be entitled required to indemnify, or otherwise be reimbursed therefor out of liable to, the Custodial Account Owner or those referenced above for P&I as provided by any Liability which the Owner is required to indemnify for pursuant to Section 3.320(c) above.

Limitation on Liability of the Servicer and Others. The duties and obligations of the Servicer shall be determined solely by the express provisions of this Agreement, the Servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Servicer. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on the Servicer herein; and, provided further, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of the obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of or duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by any Person the proper authorities respecting any matters arising hereunder. The Servicer and any directorSubject to the terms of Subsection 12.01, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any have no obligation to appear inwith respect to, prosecute or defend any legal action which is not incidental to its duties the Servicer's duty to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3Agreement.

Limitation on Liability of the Servicer and Others. The duties and obligations of the Servicer shall be determined solely by the express provisions of this Agreement, the Servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Servicer. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on the Servicer herein; and, provided further, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of the obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of or duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by any Person the proper authorities respecting any matters arising hereunder. The Servicer and any directorSubject to the terms of Subsection 12.01, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any have no obligation to appear inwith respect to, prosecute or defend any legal action which is not incidental to its duties the Servicer’s duty to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3Agreement.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties of the Servicer hereunder; provided, nor shall further, that this provision protect shall not be construed to entitle the Servicer against any liability that would otherwise be imposed by reason of negligence to indemnity in the performance event that amounts advanced by the Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of duties hereunderrelated liquidation expenses) realized with respect to the related Mortgage Loan. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor out pursuant to Section 3.05 upon presentation to the Trustee of documentation of such expenses, costs and liabilities. The Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Custodial Account for P&I Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform in any way its obligations in compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in or any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderAgreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person the Owner respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense expenses or liability; provided, however, that the Servicer may in its discretion may, with the consent of the Owner, which consent shall not be unreasonably withheld, undertake any such action which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of for which the Trust FundOwner will be liable, and the Servicer shall be entitled to be reimbursed therefor out of from the Custodial Account for P&I as provided by pursuant to Section 3.34.05.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the The directors, officers, employees or agents who are natural persons of the Servicer shall not be under any liability to the Trust Fund Issuer, the Receivables Trust, the Trustee, the Noteholders or any other Person hereunder or pursuant to any document delivered hereunder for any action taken or for refraining from the Certificateholders taking of any action, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and any supplement hereto. Except as provided in this Section 5.02 with respect to the Issuer, the Receivables Trust, and the Trustee, and their respective officers, directors, employees and agents, the Servicer shall not be under any liability to the Issuer, the Receivables Trust, the Trustee, their respective officers, directors, employees and agents, the Noteholders or any other Person for any action taken or for refraining from the taking of any action in good faith its capacity as Servicer pursuant to this Agreement, Agreement or for errors in judgmentany supplement hereto; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which would otherwise be imposed by reason of (x) willful misfeasancemisconduct, bad faith or gross negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect hereunder or under the Series Supplement or (y) breach of the express terms of any Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderTransaction Document. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans Receivables or the other property in the Trust Estate in accordance with this Agreement Agreement, the Indenture and which the Series Supplement that in its reasonable opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, including any amount paid to the Trustee pursuant to Section 6.06(b), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundTrust, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer’s right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). Any reimbursements or indemnification to the Servicer from the Trust pursuant to this Section 6.03 shall be payable in the priority set forth in Section 4.01 hereof.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform in any way its obligations in compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith negligence or gross negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderAgreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person the Owner respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense expenses or liability; provided, however, that the Servicer may in its discretion may, with the consent of the Owner, which consent shall not be unreasonably withheld, undertake any such action which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of for which the Trust FundOwner will be liable, and the Servicer shall be entitled to be reimbursed therefor out of from the Custodial Account for P&I as provided by Section 3.3Owner upon written demand.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund Master Servicer, the Depositor, the Issuer, the Indenture Trustee or the Certificateholders Securities Administrator for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in any breach of the performance terms and conditions of duties or this Agreement (except to the extent otherwise covered by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderSection 4.05(c)). The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the Servicer shall be entitled to reimbursement from the Custodial Account for the reasonable legal expenses and costs of such action action. The Servicer and any liability resulting therefrom shall be expensesdirector, costs and liabilities officer, employee or agent of the Trust Fund, and the Servicer shall be entitled indemnified and held harmless by the Trust against any and all Liabilities incurred in connection with any legal action relating to be reimbursed therefor this Agreement or the Notes, except to the extent such Liabilities resulted from or arose out of the Custodial Account for P&I as provided negligence, bad faith or willful misfeasance in the performance of the Servicer’s (or any director, officer, employee or agent of the Servicer) duties hereunder or by Section 3.3reason of its reckless disregard of its obligations and duties hereunder.

Limitation on Liability of the Servicer and Others. The duties and obligations of the Servicer shall be determined solely by the express provisions of this Agreement, the Servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Servicer. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Purchaser for any action taken or for refraining from the taking of any action in accordance with Accepted Servicing Procedures and otherwise in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which would otherwise be resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed by reason of willful misfeasanceon the Servicer herein; and, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderprovided, nor shall further, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of the willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of the obligations or duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by any Person the proper authorities respecting any matters arising hereunder. The Servicer and any directorSubject to the terms of Subsection 12.01, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any have no obligation to appear inwith respect to, prosecute or defend any legal action which is not incidental to its duties the Servicer's duty to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3Agreement.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform in any way its obligations in compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith negligence or gross negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderAgreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person the Owner respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense expenses or liability; provided, however, that the Servicer may in its discretion may, with the consent of the Owner, undertake any such action which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of for which the Trust FundOwner will be liable, and the Owner shall reimburse the Servicer within thirty days of receipt by the Owner of a billing statement from the Servicer providing reasonable detail with respect thereto, unless the Owner is disputing such charges in good faith, in which event the Owner shall be entitled to be reimbursed therefor out reimburse the Servicer as promptly as feasible upon resolution of the Custodial Account for P&I as provided by Section 3.3such dispute.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall under this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderAgreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense expenses or liability; provided, however, that the Servicer may in its discretion may, with the consent of the Owner and the NIMs Insurer, undertake any such action which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of for which the Trust FundOwner will be liable, and the Owner shall reimburse the Servicer within thirty days of receipt by the Owner of a billing statement from the Servicer providing reasonable detail with respect thereto, unless the Owner is disputing such charges, in which event the Owner shall be entitled to be reimbursed therefor out reimburse the Company as promptly as feasible upon resolution of the Custodial Account for P&I as provided by Section 3.3such dispute.

Limitation on Liability of the Servicer and Others. The duties and obligations of the Servicer shall be determined solely by the express provisions of this Agreement, the Servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Servicer. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Owner for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on the Servicer herein; and, provided further, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of the obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of or duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by any Person the proper authorities respecting any matters arising hereunder. The Servicer and any directorSubject to the terms of Subsection 12.01, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any have no obligation to appear inwith respect to, prosecute or defend any legal action which is not incidental to its duties the Servicer’s duty to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3Agreement.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund Issuer, the Owner Trustee, the Indenture Trustee or the Certificateholders Securityholders for 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; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund Issuer and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the CertificatesSecurities, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderSecurityholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundIssuer, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties of the Servicer hereunder; provided, nor shall further, that this provision protect shall not be construed to entitle the Servicer against any liability that would otherwise be imposed by reason of negligence to indemnity in the performance event that amounts advanced by the Servicer to retire any senior lien exceed Net Liquidation Proceeds realized with respect to the related Mortgage Loan. The preceding sentence shall not limit the obligations of duties hereunderthe Servicer pursuant to Section 9.05. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and Trust. The Servicer's right to indemnity or reimbursement pursuant to this Section 7.03 shall survive any resignation or termination of the Servicer pursuant to Section 7.04 or 8.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall be entitled apply to be reimbursed therefor out of the Custodial Account for P&I Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund Issuing Entity or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund Issuing Entity and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, including any amount paid to the Trustee pursuant to Section 6.06(b), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundIssuing Entity, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer’s right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). Any reimbursements or indemnification to the Servicer from the Issuing Entity pursuant to this Section 6.03 shall be payable in the priority set forth in Section 4.01 hereof.

Limitation on Liability of the Servicer and Others. Neither the Servicer or the Depositor nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Depositor shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Depositor or any director, officer, employee or agent of the Servicer such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties of the Servicer or the Depositor, as the case may be, hereunder; provided, nor shall further, that this provision protect shall not be construed to entitle the Servicer against any liability that would otherwise be imposed by reason of negligence to indemnity in the performance event that amounts advanced by the Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of duties hereunderrelated liquidation expenses) realized with respect to the related Mortgage Loan. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and the Depositor, and any director, officer, director or officer or employee or agent of the Servicer or the Depositor, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion Depositor may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor or the Servicer acts without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Custodial Account for P&I Certificateholders to receive any amount in the Collection Account. The Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund Depositor, the Issuing Entity, the Owner Trustee, the Indenture Trustee or the Certificateholders Securityholders for 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; providedPROVIDED, howeverHOWEVER, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund Depositor and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the CertificatesSecurities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Servicing Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Servicing Agreement, and which in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders Securityholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundDepositor, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties of the Servicer hereunder; provided, nor shall further, that this provision protect shall not be construed to entitle the Servicer against any liability that would otherwise be imposed by reason of negligence to indemnity in the performance event that amounts advanced by the Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of duties hereunderrelated liquidation expenses) realized with respect to the related Mortgage Loan. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor out pursuant to Section 2.05 upon presentation to the Trustee of documentation of such expenses, costs and liabilities. The Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Custodial Account for P&I Servicer pursuant to Section 4.04 or 5.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties of the Servicer hereunder; provided, nor shall further, that this provision protect shall not be construed to entitle the Servicer against any liability that would otherwise be imposed by reason of negligence to indemnity in the performance event that amounts advanced by the Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of duties hereunderrelated liquidation expenses) realized with respect to the related Mortgage Loan. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor out pursuant to Section 3.05 upon presentation to the Trustee of documentation of such expenses, costs and liabilities. The Servicer’s right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Custodial Account for P&I Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the The Servicer nor any of and the directors, officers, employees or agents of the Servicer shall not be under any liability to the Trust Fund or the Certificateholders Owner (i) for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or (ii) for errors in judgmentjudgment made in good faith, (iii) for any action or inaction in accordance with the written direction or consent of the Owner, (iv) for any action or inaction resulting from the Owner's failure to cause any Collateral File (or portion thereof) to be released to the Servicer pursuant to Sections 2.18 or 4.2(c), or (v) for any action or inaction resulting from the Owner's failure to comply with Section 5.1(b); provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any breach of warranties or representations made herein, any failure to perform its obligations in accordance with any standard of care set forth in this Agreement (unless in accordance with the written direction or consent of the Owner) or any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderduties. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any directorSubject to Section 5.1(a), officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion may, with the written consent of the Owner, undertake any such action which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto rights, duties, and the interests of the Certificateholders hereunderparties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of for which the Trust Fund, Owner will be liable and the Servicer shall be entitled to be reimbursed therefor out from the Account, unless any such costs or liabilities shall result from the negligence, bad faith or willful misfeasance of the Custodial Account for P&I as provided by Section 3.3Servicer in performing such action.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out pursuant to Section 3.05. The Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Custodial Account for P&I Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the Servicer, the Backup Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Backup Servicer shall be under any liability to the Trust Fund Trust, the Noteholders or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer or the Backup Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or the Backup Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or the Backup Servicer or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in or the performance of duties Backup Servicer hereunder. The Servicer, the Backup Servicer and any director, officer, director or officer or employee or agent of the Servicer or the Backup Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer, the Backup Servicer and any director, officer, director or officer or employee or agent of the Servicer or the Backup Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement Agreement, the Notes or the Certificates, other than any loss, liability or expenseexpense related to any specific Contract or Contracts (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, hereunder; and such indemnity/hold harmless amounts as provided for in the case this sentence shall be payable only pursuant to Section 8.02 (xi) of the Servicer, as Servicer, incurred by reason of negligence in Indenture after payments to the performance of any duties hereunderNoteholders for the related Payment Date. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Backup Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Noteholders or the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out only after payments to the Notes for the related Payment Date. The Servicer's or the Backup Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Custodial Account Servicer or the Backup Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer or the Backup Servicer solely in its capacity as Servicer or the Backup Servicer hereunder and in no other capacities. Notwithstanding any provision to the contrary contained in this Agreement, the parties hereto and the Noteholders and the Certificateholders acknowledge and agree that the Backup Servicer is not assuming and shall not be responsible or liable for P&I any liabilities, obligations, losses, damages or expenses (including reasonable attorneys' fees) arising from or related to (i) any act or omission of the initial Servicer or any prior servicer in its capacity as provided Servicer on or prior to the effective Service Transfer Date, (ii) any act or omission of the Indenture Trustee, the initial Servicer, the Originator, the Seller, the Depositor or the Issuer or any other party to this Agreement prior to, on or following the Servicer Transfer Date, or (iii) any breach or default by Section 3.3the initial Servicer, the Originator, the Seller, the Depositor or the Indenture Trustee of their respective duties, obligations, covenants, representations and warranties contained in this Agreement or in any related document or agreement, whether such breach or default occurs or occurred prior to, on or following the Service Transfer Date. The parties hereto and the Noteholders and the Certificateholders acknowledge that the Backup Servicer has agreed to be Backup Servicer for the limited purpose of servicing the Contracts, and that neither the Backup Servicer nor any of its Affiliates provides any guarantee or assurance whatsoever regarding the payment of the Notes or the Certificates in full, the timing of payment of the Notes or the Certificates or the enforceability or collectability of the Contracts.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund Issuer, the Owner Trustee, the Indenture Trustee or the Certificateholders Securityholders for 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; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund Issuer and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the CertificatesSecurities, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderSecurityholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundIssuer, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer’s right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither Except as otherwise provided in Section 7.01, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Trust Fund or the Certificateholders Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such person against any liability which would otherwise be imposed by reason failure to perform its obligations in compliance with any standard of willful misfeasance, bad faith or gross negligence care set forth in the performance of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderAgreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer shall be entitled to rely upon any notice, document, correspondence, request, directives or other communication received by it from the Owner that the Servicer believes to be genuine and any director, officer, employee to have been signed or agent presented by an authorized officer or representative of the Servicer Owner, and shall not be indemnified by obligated to inquire as to the Trust Fund and held harmless against any loss, liability authority or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance power of any duties hereunderPerson so executing or presenting any notice, document, correspondence, request, directive or other communication or as to the truthfulness of any statements therein. The Except as otherwise set forth herein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense expenses or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the reasonable legal expenses and reasonable costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of for which the Trust FundOwner will be liable, and the Servicer shall be entitled to be reimbursed therefor out of from the Custodial Account for P&I as provided by Section 3.3Owner upon written demand. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE HERETO THAT NO PARTY HERETO SHALL BE LIABLE TO ANY OTHER PARTY HERETO FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLES; PROVIDED THAT, THE FOREGOING PROVISION SHALL NOT LIMIT OR RELIEVE ANY PARTY HERETO OF ANY OBLIGATION UNDER THIS AGREEMENT TO INDEMNIFY ANY OTHER PARTY HERETO AGAINST ANY DAMAGES IMPOSED UPON SUCH PARTY BY A FINAL ORDER OF ANY COURT OF COMPETENT JURISDICTION IN CONNECTION WITH ANY LEGAL ACTION BROUGHT AGAINST SUCH PARTY HERETO BY ANY THIRD PARTY.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties of the Servicer hereunder; provided, nor shall further, that this provision protect shall not be construed to entitle the Servicer against any liability that would otherwise be imposed by reason of negligence to indemnity in the performance event that amounts advanced by the Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of duties hereunderrelated liquidation expenses) realized with respect to the related Mortgage Loan. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor out pursuant to Section 3.05 upon presentation to the Trustee of documentation of such expenses, costs and liabilities. The Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Custodial Account for P&I Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the The Servicer nor any of and the directors, officers, employees or agents of the Servicer shall not be under any liability to the Trust Fund or the Certificateholders Owner (i) for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or (ii) for errors in judgmentjudgment made in good faith, (iii) for any action or inaction in accordance with the written direction or consent of the Owner, (iv) for any action or inaction resulting from the Owner's failure to cause any Collateral File (or portion thereof) to be released to the Servicer pursuant to Sections 2.18 or 4.2(c), or (v) for any action or inaction resulting from the Owner's failure to comply with Section 5.1(b) or Section 5.6; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which would otherwise be imposed by reason breach of willful misfeasancewarranties or representations made herein, bad faith any failure to perform its obligations in accordance with any standard of care set forth in this Agreement (unless in accordance with the written direction or gross negligence in consent of the performance of duties Owner) or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties hereunderduties. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie that appears, on its face, to be properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any directorSubject to Section 5.1(a), officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to service the Loans in accordance with under this Agreement and which in its opinion that may involve it result in any expense or liabilityliability to the Servicer; provided, however, that the Servicer may in its discretion may, with the written consent of the Owner, undertake any such action which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto rights, duties, and the interests of the Certificateholders hereunderparties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of for which the Trust Fund, Owner shall be liable and the Servicer shall be entitled to be reimbursed therefor out from the Account, unless any such costs or liabilities shall result from the negligence, bad faith or willful misfeasance of the Custodial Account for P&I as provided by Section 3.3Servicer in performing such action.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund Master Servicer, the Depositor, the Issuer, the Indenture Trustee or the Certificateholders Trust Administrator for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in any breach of the performance terms and conditions of duties or this Agreement (except to the extent otherwise covered by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderSection 4.05(c)). The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the Servicer shall be entitled to reimbursement from the Trust Fund for the reasonable legal expenses and costs of such action action. The Servicer and any liability resulting therefrom shall be expensesdirector, costs and liabilities officer, employee or agent of the Trust Fund, and the Servicer shall be entitled indemnified and held harmless by the Trust against any and all Liabilities incurred in connection with any legal action relating to be reimbursed therefor this Agreement or the Notes, except to the extent such Liabilities resulted from or arose out of the Custodial Account for P&I as provided negligence, bad faith or willful misfeasance in the performance of the Servicer's (or any director, officer, employee or agent of the Servicer) duties hereunder or by Section 3.3reason of its reckless disregard of its obligations and duties hereunder.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund Master Servicer, the Depositor, the Issuer, the Indenture Trustee or the Certificateholders Trust Administrator for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in any breach of the performance terms and conditions of duties or this Agreement (except to the extent otherwise covered by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderSection 4.05(c)). The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the Servicer shall be entitled to reimbursement from the Trust Fund for the reasonable legal expenses and costs of such action action. The Servicer and any liability resulting therefrom shall be expensesdirector, costs and liabilities officer, employee or agent of the Trust Fund, and the Servicer shall be entitled indemnified and held harmless by the Trust against any and all Liabilities incurred in connection with any legal action relating to be reimbursed therefor this Agreement or the Notes, except to the extent such Liabilities resulted from or arose out of the Custodial Account for P&I as provided negligence, bad faith or willful misfeasance in the performance of the Servicer’s (or any director, officer, employee or agent of the Servicer) duties hereunder or by Section 3.3reason of its reckless disregard of its obligations and duties hereunder.

Limitation on Liability of the Servicer and Others. Neither To the Servicer nor any of fullest extent permitted by applicable law, the directors, officers, employees or agents of the Servicer shall not be under any liability to the Trust Fund Trust, the Trustee, the Transferor, the Certificateholders, any Credit Enhancement Provider or the Certificateholders for any action taken other Person hereunder or for refraining from the taking of any action in good faith pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement, or for errors in judgmentAgreement and any Supplement and the issuance of the Certificates; provided, however, that this provision shall not protect any directorthe directors, officerofficers, employee or agent employees and agents of the Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. To the fullest extent permitted by applicable law, nor except as provided in Section 8.04 with respect to the Transferor, the Trust and the Trustee, and their officers, directors, employees and agents, the Servicer shall not be under any liability to the Trust, the Transferor, the Trustee, their officers, directors, employees and agents, the Certificateholders or any other Person for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement or any Supplement; provided, however, that this provision shall not protect the Servicer against any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunderor by reason of its reckless disregard of its obligations and duties hereunder or under any Supplement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans Receivables in accordance with this Agreement and which in its reasonable opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Certificate Account for P&I as provided by Section 3.3.

Limitation on Liability of the Servicer and Others. Neither the Servicer or the Depositor nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Depositor shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Depositor or any director, officer, employee or agent of the Servicer such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties of the Servicer or the Depositor, as the case may be, hereunder; provided, nor shall further, that this provision protect shall not be construed to entitle the Servicer against any liability that would otherwise be imposed by reason of negligence to indemnity in the performance event that amounts advanced by the Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of duties hereunderrelated liquidation expenses) realized with respect to the related Mortgage Loan. The preceding sentence shall not limit the obligations of the Servicer pursuant to Section 8.05. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and the Depositor, and any director, officer, director or officer or employee or agent of the Servicer or the Depositor, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion Depositor may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor or the 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 such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Custodial Account for P&I Certificateholders to receive any amount in the Collection Account. The Servicer’s right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as provided Servicer hereunder and in no other capacities. Without limiting the foregoing, the Servicer shall undertake to defend any claims against the Trust Fund, the Trustee and/or itself initiated by Section 3.3a Borrower or otherwise related to the servicing of any Mortgage Loan. The Servicer (except the Trustee if it is required to succeed the 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 Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The 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 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 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 Servicer and Others. Neither the Servicer nor the Depositor nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Depositor shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Depositor or any director, officer, employee or agent of the Servicer such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in or the performance of duties Depositor, as the case may be, hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and the Depositor, and any director, officer, director or officer or employee or agent of the Servicer or the Depositor, shall be indemnified by the Trust Fund and held harmless against (i) 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 expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in or (ii) any breach of a representation or warranty by the case of Originator regarding the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunderMortgage Loans. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion Depositor may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor or the Servicer shall be entitled to be reimbursed therefor out from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Custodial Account for P&I Certificateholders to receive any amount in the Collection Account. The Servicer’s right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this AgreementAgreement or pursuant to the express written instructions of the Purchaser, or for errors in judgmentjudgment made in good faith; provided, however, provided that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason reasons of willful misfeasance, bad faith or faith, gross negligence or any breach in the performance of duties or by reason of reckless disregard of the obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind reasonably believed by the Servicer or such Person to be genuine and prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to service the Loans in accordance with this Agreement hereunder and which in its opinion may involve it in any expense or liability; provided, however, provided that the Servicer may in its discretion undertake any such action which that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and for which the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3Collection Account. This indemnity shall survive the termination of this Agreement.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund Issuer, the Owner Trustee, the Indenture Trustee or the Certificateholders Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which that would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund Issuer and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the CertificatesSecurities, 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, in the case of the Servicer and any director, officer, employee or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Agreement, and which that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which that it may deem necessary or desirable in respect of this Agreement and Agreement, the rights and duties of the parties hereto and the interests of the Certificateholders hereunderSecurityholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundIssuer, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund Issuer, the Owner Trustee, the Indenture Trustee or the Certificateholders Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which that would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund Issuer and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the CertificatesSecurities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expenseexpense related to any specific Home Loan or Home Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to service the Home Loans in accordance with this Agreement Agreement, and which that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which that it may deem necessary or desirable in respect of this Agreement and Agreement, the rights and duties of the parties hereto and the interests of the Certificateholders hereunderSecurityholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundIssuer, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform in any way its obligations in compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith negligence or gross negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderAgreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person the Owner respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense expenses or liability; provided, however, that the Servicer may in its discretion may, with the consent of the Owner, undertake any such action which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of for which the Trust FundOwner will be liable, and the Owner shall reimburse the Servicer within thirty days of receipt by the Owner of a billing statement from the Servicer providing reasonable detail with respect thereto, unless the Owner is disputing such charges, in which event the Owner shall be entitled to be reimbursed therefor out reimburse the Servicer as promptly as feasible upon resolution of the Custodial Account for P&I as provided by Section 3.3such dispute.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, including any amount paid to the Trustee pursuant to Section 6.06(b), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundTrust, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). Any reimbursements or indemnification to the Servicer from the Trust pursuant to this Section 6.03 shall be payable in the priority set forth in Section 4.01 hereof.

Limitation on Liability of the Servicer and Others. Neither the Servicer or the Depositor nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Depositor shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Depositor or any director, officer, employee or agent of the Servicer such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in or the performance of duties Depositor, as the case may be, hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and the Depositor, and any director, officer, director or officer or employee or agent of the Servicer or the Depositor, shall be indemnified by the Trust Fund and held harmless against (i) 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 expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in or (ii) any breach of a representation or warranty by the case of Originator regarding the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunderMortgage Loans. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion Depositor may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor or the Servicer shall be entitled to be reimbursed therefor out from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Custodial Account for P&I Certificateholders to receive any amount in the Collection Account. The Servicer’s right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, including any amount paid to the Certificate Administrator, on behalf of the Trustee, pursuant to Section 6.06(b), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundTrust, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). Any reimbursements or indemnification to the Servicer from the Trust pursuant to this Section 6.03 shall be payable in the priority set forth in Section 4.01 hereof.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Noteholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties of the Servicer hereunder; provided, nor shall further, that this provision protect shall not be construed to entitle the Servicer against any liability that would otherwise be imposed by reason of negligence to indemnity in the performance of duties hereunderevent that amounts advanced by the Servicer to retire any senior lien exceed Net Liquidation Proceeds realized with respect to the related Home Equity Loan. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the CertificatesNotes, other than any loss, liability or expenseexpense related to any specific Home Equity Loan or Home Equity Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer may with the consent of the Insurer (which consent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion unreasonably withheld) undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders Noteholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and Trust. The Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 below with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall be entitled apply to be reimbursed therefor out of the Custodial Account for P&I Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Noteholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the CertificatesNotes, including any amount paid to the Trustee pursuant to Section 7.06(b), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders Noteholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundTrust, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer’s right to indemnity or reimbursement pursuant to this Section 7.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.37.04 or 8.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). Any reimbursements or indemnification to the Servicer from the Trust pursuant to this Section 7.03 shall be payable in the priority set forth in Section 8.02 of the Indenture.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the The directors, officers, employees or agents of the Servicer shall not be under any liability to the Trust Fund Trust, the Trustee, the Securityholders, any Enhancement Provider or the Certificateholders for any action taken other Person hereunder or for refraining from the taking of any action in good faith pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement, or for errors in judgmentAgreement and any Supplement and the issuance of the Securities; provided, however, that this provision shall not protect any directorthe directors, officerofficers, employee or agent employees and agents of the Servicer against any liability which would otherwise be imposed upon them by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Except as provided in Sections 8.1 and 8.4 with respect to the Trustee, nor its officers, directors, employees and agents, the Servicer shall not be under any liability to the Trust, the Trustee, its officers, directors, employees and agents, the Securityholders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement or any Supplement; provided, however, that this provision shall not protect the Servicer against any liability that which would otherwise be imposed upon it by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunderor by reason of its reckless disregard of its obligations and duties hereunder or under any Supplement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans Receivables in accordance with this Agreement and which in its reasonable opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor the Depositor nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Depositor shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Depositor or any director, officer, employee or agent of the Servicer such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in or the performance of duties Depositor, as the case may be, hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and the Depositor, and any director, officer, director or officer or employee or agent of the Servicer or the Depositor, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with (i) any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance or by reason of its reckless disregard of its obligations and duties hereunder or by reason of reckless disregard of its failure to perform its obligations and or duties hereunder or, in and (ii) any breach of a representation or warranty regarding the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunderMortgage Loans. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion Depositor may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake initiate any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor or the Servicer acts without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Custodial Certificateholders to receive any amount in the Collection Account. The Servicer’s right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as Servicer hereunder and in no other capacities. Without limiting the foregoing, the 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 reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Servicer shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. Neither the Credit Risk Manager, nor any of the directors, officers, employees or agents of the Credit Risk Manager, shall be under any liability to the Trustee, the Certificateholders or the Depositor for P&I as any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, in reliance upon information provided by Section 3.3Servicer under the Credit Risk Management Agreement or for errors in judgment; provided, however, that this provision shall not protect the Credit Risk Manager or any such person against liability that would otherwise be imposed by reason of willful malfeasance, bad faith or negligence in its performance of its duties or by reason of reckless disregard for its obligations and duties under this Agreement or the Credit Risk Management Agreement. The Credit Risk Manager and any director, officer, employee or agent of the Credit Risk Manager may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder, and may rely in good faith upon the accuracy of information furnished by the Servicer pursuant to the Credit Risk Management Agreement in the performance of its duties thereunder and hereunder.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund Trustee or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer such person against any liability that would otherwise be imposed by reason of negligence the failure to perform its obligations in strict compliance with the performance standard of duties hereundercare set forth in this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with arises under this Agreement and which in its opinion may involve it in any expense expenses or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of payable from the Trust Fund, related Certificate Account and the Servicer shall be entitled to be reimbursed therefor out of the Custodial such Certificate Account for P&I as provided by Section 3.36.02; provided that such reimbursement shall be made, from time to time on one or more Remittance Dates, only out of the related Available Distribution Amount for such Remittance Date that remains after the distributions on both the Group I Certificates and the Group II Certificates for such Remittance Date have been made.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor the Depositor nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Depositor shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Depositor or any director, officer, employee or agent of the Servicer such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in or the performance of duties Depositor, as the case may be, hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and the Depositor, and any director, officer, director or officer or employee or agent of the Servicer or the Depositor, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with (i) any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance or by reason of its reckless disregard of its obligations and duties hereunder or by reason of reckless disregard of its failure to perform its obligations and or duties hereunder or, in and (ii) any breach of a representation or warranty regarding the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunderMortgage Loans. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion Depositor may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake initiate any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor or the Servicer acts without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Custodial Certificateholders to receive any amount in the Collection Account. The Servicer’s right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as Servicer hereunder and in no other capacities. Without limiting the foregoing, the 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 reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Servicer shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Credit Risk Manager and any director, officer, employee or agent of the Credit Risk Manager shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Credit Risk Manager, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of its appointment as Credit Risk Manager or its performance of its duties as such) incurred in connection with any claim or legal action or any pending or threatened claim or legal action relating to this Agreement, the Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense (i) resulting from a breach of the Servicer’s obligations and duties under the Pooling Agreement or Credit Risk Management Agreement for P&I as provided which the Credit Risk Manager is indemnified by Section 3.3the Servicer under the Credit Risk Management Agreement or (ii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties under the Credit Risk Management Agreement or by reason of reckless disregard of obligations and duties thereunder.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasancenegligence, bad faith or gross negligence in willful misconduct, or any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderAgreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person the Owner respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its reasonable opinion may involve it in any expense expenses or liability; provided, however, that the Servicer may in its discretion may, with the consent of the Owner, undertake any such action which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of for which the Trust FundOwner will be liable, and the Servicer shall be entitled to be reimbursed therefor out of from the Custodial Account for P&I as provided by Section 3.3Owner upon written demand.

Limitation on Liability of the Servicer and Others. Neither the Servicer or the Depositor nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Depositor shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Depositor or any director, officer, employee or agent of the Servicer such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties of the Servicer or the Depositor, as the case may be, hereunder; provided, nor shall further, that this provision protect shall not be construed to entitle the Servicer against any liability that would otherwise be imposed by reason of negligence to indemnity in the performance event that amounts advanced by the Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of duties hereunderrelated liquidation expenses) realized with respect to the related Mortgage Loan. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and the Depositor, and any director, officer, director or officer or employee or agent of the Servicer or the Depositor, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case hereunder. None of the ServicerDepositor, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Seller or the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its respective duties to service the Loans in accordance with this Agreement hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Servicer may in its discretion undertake any such legal action which that it may deem necessary or desirable appropriate in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders hereunderhereunder or with respect to the Mortgage Loans including, without limitation, any rights or causes of action arising out of the origination of the Mortgage Loans. In such event, unless the Depositor, the Servicer or the Seller, as applicable, 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), the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I Certificate Account. The Servicer’s right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund Trustee or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer such person against any liability that would otherwise be imposed by reason of negligence the failure to perform its obligations in strict compliance with the performance standard of duties hereundercare set forth in this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with arises under this Agreement and which in its opinion may involve it in any expense expenses or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of payable from the Trust Fund, related Certificate Account and the Servicer shall be entitled to be reimbursed therefor out of the Custodial such Certificate Account for P&I as provided by Section 3.36.02; provided that such reimbursement shall be made, from time to time on one or more Remittance Dates, only out of the Available Distribution Amount for such Remittance Date that remains after the distributions on the Class A Certificates, Class M-1 Certificates and Class B Certificates for such Remittance Date have been made.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any stockholder, partner, member, manager, director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by any Person the proper authorities or persons respecting any matters arising hereunder. The Except as otherwise provided in Section 5.02(b), the Servicer shall not be liable for any errors, inaccuracies or omissions of any Person not affiliated with the Servicer contained in any information, report, certificate, data or other document delivered to the Servicer or on which the Servicer reasonably relies in order to perform its obligations hereunder and any director, officer, employee or agent under the other Transaction Documents except to the extent that a Responsible Officer of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance has actual knowledge of any duties hereundersuch material error, inaccuracy or omission. The Servicer shall not be in default hereunder or incur any liability, except as provided in the proviso in the last sentence of this Section 5.14, for any failure, error or delay in carrying out its duties hereunder or under any other Transaction Document if such failure, error or delay results from the Servicer acting in accordance with information prepared or supplied by a Person other than the Servicer or any of its Affiliates or the failure or delay of any such Person to prepare or provide such information. The Servicer shall not be in default and shall incur no liability for any act or failure to act by any servicer primarily responsible for servicing Third Party Agented Loans. Subject to the terms of Section 12.01 herein, the Servicer shall have no obligation to appear inwith respect to, prosecute or defend any legal action which is not incidental to its duties the Servicer’s duty to service the Loans in accordance with this Agreement Agreement, and which that, in its opinion opinion, may involve it in cause the Servicer to incur any expense or liability. The Servicer shall not be responsible for the payment of any taxes imposed on or with respect to the Issuer or for the fees of any Successor Servicer. Except as provided herein, neither the Servicer nor any of its directors, officers, employees or agents shall be under any liability to any other party to this Agreement, any Noteholder, any Certificateholder or any other Person for any action taken or for refraining from taking any action pursuant to this Agreement, whether arising from express or implied duties under this Agreement or any other Transaction Document, or for errors in judgment; provided that, notwithstanding anything to the contrary contained herein, neither the Servicer nor any of its directors, officers, employees or agents shall be protected against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of the Servicer’s duties or by reason of its reckless disregard of its obligations and duties hereunder; provided, however, that the Servicer may in will not indemnify any party for any costs, expenses, losses, claims, damages or liabilities arising from its discretion undertake breach of any such action covenant for which it may deem necessary or desirable in respect of this Agreement and the rights and duties purchase of the parties hereto and affected Loans is specified as the interests sole remedy hereunder. The Servicer is not required to indemnify any Person for any costs, expenses, losses, claims, damages or liabilities arising from its breach of any covenant for which the purchase of the Certificateholders affected Loans is specified as the sole remedy hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the The Servicer shall not be under any liability liable to the Trust Fund Issuer, its managers, the Transition Bondholders, the Trustee or the Certificateholders any other person, except as provided under this Agreement, for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties hereunderor by reason of reckless disregard of its obligations and duties under this Agreement or the Intercreditor Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Trustee or on any document of any kind prima facie properly executed kind, reasonably believed to be genuine and submitted to have been signed by any Person the proper party respecting any matters arising hereunderunder this Agreement. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred Except as provided in connection with any legal action relating to this Agreement or (including but not limited to Section 5.02(d) of this Agreement), the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which Proceeding that is not incidental directly related to one of the Servicer’s enumerated duties in this Agreement or related to its duties obligation to service the Loans in accordance with this Agreement pay indemnification, and which that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that the Servicer may may, in its discretion respect of any Proceeding, undertake any such reasonable action which it that is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto to this Agreement and the interests of the Certificateholders hereunderTransition Bondholders under this Agreement. In The Servicer’s costs and expenses incurred in connection with any such event, the legal expenses and costs of such action and any liability resulting therefrom Proceeding shall be expenses, costs payable from TC Collections as an Operating Expense (and liabilities shall not be deemed to constitute a portion of the Trust Fund, Servicing Fee) in accordance with the Indenture. The Servicer’s obligations pursuant to this Section 6.05 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Servicer shall may be entitled required initially to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor the Depositor nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Depositor shall be under any liability to the Trust Fund or the Certificateholders Noteholders for any action taken or for refraining from the taking of any action by the Servicer or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Depositor or any director, officer, employee or agent of the Servicer such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties hereunderas Servicer or Depositor, nor shall this provision protect as the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties case may be, hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and the Depositor, and any director, officer, director or officer or employee or agent of the Servicer or the Depositor, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with (i) any legal action relating to this Agreement or the CertificatesNotes, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance or by reason of its reckless disregard of its obligations and duties hereunder or by reason of reckless disregard of its failure to perform its obligations and or duties hereunder or, in and (ii) any breach of a representation or warranty regarding the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunderMortgage Loans. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion Depositor may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders Noteholders hereunder. In such event, unless the Depositor or the Servicer acts without the consent of the Holders of 51% of the aggregate Note Balance of the Notes, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Custodial Account for P&I Noteholders to receive any amount in the Collection Account. The Servicer’s right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directorsmanagers, officers, employees or agents of the Servicer shall be under any liability liable to the Trust Fund Issuer, its managers, the Storm Recovery Bondholders, the Trustee or the Certificateholders any other Person, except as provided under this Agreement, for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties hereunderunder this Agreement. The Servicer and any director, officer, manager or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder this Agreement. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred Except as provided in connection with any legal action relating to this Agreement or (including but not limited to Section 5.02(c) and 5.02(d) of this Agreement), the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which Proceeding that is not incidental directly related to one of the Servicer’s enumerated duties in this Agreement or related to its duties obligation to service the Loans in accordance with this Agreement pay indemnification, and which that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that the Servicer may may, in its discretion respect of any Proceeding, undertake any such reasonable action which it that is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto to this Agreement and the interests of the Certificateholders hereunderStorm Recovery Bondholders under this Agreement. In The Servicer’s costs and expenses incurred in connection with any such event, the legal expenses and costs of such action and any liability resulting therefrom Proceeding shall be expenses, costs payable from the Collection Account as an Operating Expense (and liabilities shall not be deemed to constitute a portion of the Trust Fund, Servicing Fee) in accordance with Section 8.02 of the Indenture. The Servicer’s obligations pursuant to this Section 6.05 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Servicer shall may be entitled required initially to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund Issuer, the Owner Trustee, the Indenture Trustee or the Certificateholders Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which that would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund Issuer and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the CertificatesSecurities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Agreement, and which that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which that it may deem necessary or desirable in respect of this Agreement and Agreement, the rights and duties of the parties hereto and the interests of the Certificateholders hereunderSecurityholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundIssuer, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer’s right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, including any amount paid to the Certificate Administrator on behalf of the Trustee pursuant to Section 6.06(b), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundTrust, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). Any reimbursements or indemnification to the Servicer from the Trust pursuant to this Section 6.03 shall be payable in the priority set forth in Section 4.01 hereof.

Limitation on Liability of the Servicer and Others. Neither the Servicer Servicer, the Depositor nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Depositor shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Depositor or any director, officer, employee or agent of the Servicer such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or the Depositor or by reason of its reckless disregard of its obligations and duties of the Servicer or the Depositor hereunder; provided, nor shall further, that this provision protect shall not be construed to entitle the Servicer against any liability that would otherwise be imposed by reason of negligence to indemnity in the performance event that amounts advanced by the Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of duties hereunderrelated liquidation expenses) realized with respect to the related Mortgage Loan. The Servicer Servicer, the Depositor and any director, officer, director or officer or employee or agent of the Servicer or the Depositor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer Servicer, the Depositor and any director, officer, director or officer or employee or agent of the Servicer or the Depositor shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion Depositor may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer or the Depositor shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor out pursuant to Section 3.05 upon presentation to the Trustee of documentation of such expenses, costs and liabilities. The Servicer’s right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Custodial Account for P&I Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer and the Depositor solely in their capacities as provided by Section 3.3Servicer and Depositor hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. The Servicer shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered in respect of such claim. The Servicer agrees that it will not enter into the settlement of any such claim if such settlement would materially and adversely affect the interests of the Noteholders. The Servicer shall be entitled to reimbursement of any such costs and expenses from funds in the Protected Account, unless such claim relates to a matter for which the Servicer is required to indemnify the Issuing Entity, the Indenture Trustee, the Owner Trustee or the Master Servicer pursuant to Section 5.06. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or Master Servicer, the Certificateholders Owner Trustee, the Issuing Entity and the Indenture Trustee for 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; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and Servicer’s right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any director, officer, employee resignation or agent termination of the Servicer shall be indemnified by the Trust Fund and held harmless against pursuant to Sections 5.04 or 6.01 with respect to any losslosses, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and or liabilities of the Trust Fund, and the Servicer shall be entitled arising prior to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor the Depositor nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Depositor shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Depositor or any director, officer, employee or agent of the Servicer such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties hereunderas Servicer or Depositor, nor shall this provision protect as the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties case may be, hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and the Depositor, and any director, officer, director or officer or employee or agent of the Servicer or the Depositor, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with (i) any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance or by reason of its reckless disregard of its obligations and duties hereunder or by reason of reckless disregard of its failure to perform its obligations and or duties hereunder or, in and (ii) any breach of a representation or warranty regarding the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunderMortgage Loans. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion Depositor may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor or the Servicer acts without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Custodial Account for P&I Certificateholders to receive any amount in the Collection Account. The Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Noteholders or Residual Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any breach of representations and warranties made herein, or against any specific liability imposed on the Servicer for a breach of its servicing under this Agreement or against liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund Trust, in accordance with the priorities set forth in Section 8.7(b) of the Indenture and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the CertificatesNotes, other than any loss, liability or expenseexpense related to any specific Mortgage Loan (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence negligence, breach of representations and warranties made herein, or against any specific liability imposed on the Servicer for a breach of its servicing under this Agreement or against in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Noteholders and Residual Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall only be entitled to be reimbursed therefor out pursuant to Section 8.7(b)(xi) of the Custodial Account for P&I as provided by Indenture. The Servicer’s right to indemnity or reimbursement pursuant to this Section 3.35.03 shall survive any resignation or termination of the Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Owner for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund Owner and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificatesany loss, liability or expense incurred, other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of the Servicer's duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which unless such action is not incidental related to its respective duties to service the Loans in accordance with under this Agreement and which and, in its opinion may opinion, does not involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders Owner hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom (except any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder) shall be expenses, costs and liabilities of the Trust FundOwner, and the Servicer shall be entitled to be reimbursed therefor out from the Collection Account as and to the extent provided in Section 4.11. The Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of reckless disregard of its failure to perform its obligations and duties hereunder, nor . The preceding sentence shall this provision protect not limit the obligations of the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderpursuant to Section 10.05 hereof. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the CertificatesCertificates (subject to a limit of $100,000 per annum and $1 million in the aggregate until the termination of the Trust), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of its failure to perform its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom The Servicer’s right to indemnity or reimbursement pursuant to this Section shall be expenses, costs and liabilities expenses of the Trust Fund, Fund and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I Collection Account, and shall survive any resignation or termination of the Servicer pursuant to Section 10.04 or 7.01 hereof with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund Issuing Entity and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the CertificatesNotes, including any amount paid to the Indenture Trustee pursuant to Section 7.06(b), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders Noteholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundIssuing Entity, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer’s right to indemnity or reimbursement pursuant to this Section 7.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.37.04 or 8.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). Any reimbursements or indemnification to the Servicer from the Issuing Entity pursuant to this Section 7.03 shall be payable in the priority set forth in Section 8.01 of the Indenture.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor the Depositor nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Depositor shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Depositor or any director, officer, employee or agent of the Servicer such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in or the performance of duties Depositor, as the case may be, hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and the Depositor, and any director, officer, director or officer or employee or agent of the Servicer or the Depositor, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with (i) any legal action relating to this Agreement or the Certificates, other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance or by reason of its reckless disregard of its obligations and duties hereunder or by reason of reckless disregard of its failure to perform its obligations and or duties hereunder or, in and (ii) any breach of a representation or warranty regarding the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunderMortgage Loans. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion Depositor may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake initiate any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Custodial Certificateholders to receive any amount in the Collection Account. The Servicer’s right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as Servicer hereunder and in no other capacities. Without limiting the foregoing, the 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 reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Servicer shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Credit Risk Manager and any director, officer, employee or agent of the Credit Risk Manager shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Credit Risk Manager, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of its appointment as Credit Risk Manager or its performance of its duties as such) incurred in connection with any claim or legal action or any pending or threatened claim or legal action relating to this Agreement, the Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense (i) resulting from a breach of the Servicer’s obligations and duties under the Pooling Agreement or Credit Risk Management Agreement for P&I as provided which the Credit Risk Manager is indemnified by Section 3.3the Servicer under the Credit Risk Management Agreement or (ii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties under the Credit Risk Management Agreement or by reason of reckless disregard of obligations and duties thereunder.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall under this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderAgreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense expenses or liability; provided, however, that the Servicer may in its discretion may, with the consent of the Owner, undertake any such action which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of for which the Trust FundOwner will be liable, and the Owner shall reimburse the Servicer within thirty days of receipt by the Owner of a billing statement from the Servicer providing reasonable detail with respect thereto, unless the Owner is disputing such charges, in which event the Owner shall be entitled to be reimbursed therefor out reimburse the Company as promptly as feasible upon resolution of the Custodial Account for P&I as provided by Section 3.3such dispute.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties of the Servicer hereunder; provided, nor shall further, that this provision protect shall not be construed to entitle the Servicer against any liability that would otherwise be imposed by reason of negligence to indemnity in the performance event that amounts advanced by the Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of duties hereunderrelated liquidation expenses) realized with respect to the related Mortgage Loan. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out only pursuant to Section 3.04. The Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Custodial Account for P&I Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out only pursuant to Section 3.04. The Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Custodial Account for P&I Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund Master Servicer, the Depositor, the Trustee or the Certificateholders Securities Administrator for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in any breach of the performance terms and conditions of duties or this Agreement (except to the extent otherwise covered by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderSection 4.05(c)). The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the Servicer shall be entitled to reimbursement from the Custodial Account for the reasonable legal expenses and costs of such action action. The Servicer and any liability resulting therefrom shall be expensesdirector, costs and liabilities officer, employee or agent of the Trust Fund, and the Servicer shall be entitled indemnified and held harmless by the Trust against any and all Liabilities incurred in connection with any legal action relating to be reimbursed therefor this Agreement or the Certificates, except to the extent such Liabilities resulted from or arose out of the Custodial Account for P&I as provided negligence, bad faith or willful misfeasance in the performance of the Servicer’s (or any director, officer, employee or agent of the Servicer) duties hereunder or by Section 3.3reason of its reckless disregard of its obligations and duties hereunder.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Purchaser for any action taken or for refraining from the taking of any action in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderAgreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties obligation to sell or duty to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it result in its incurring any expense expenses or liability; provided, however, that the Servicer may in its discretion may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of for which the Trust FundPurchaser shall be liable, and the Servicer shall be entitled to be reimbursed reimbursement therefor out of from the Custodial Account for P&I as provided by Section 3.3Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Servicer's indemnification under Subsections 7.03 or 14.01.

Limitation on Liability of the Servicer and Others. Neither Except as otherwise provided in this Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability liable to the Trust Fund Issuer, its managers, the Holders, the Trustee or the Certificateholders any other Person, for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer such Person against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of its duties hereunderunder this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder this Agreement. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred Except as provided in connection with any legal action relating to this Agreement or (including Section 5.02), the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which Proceeding that is not incidental directly related to one of the Servicer’s enumerated duties in this Agreement or related to its duties obligation to service the Loans in accordance with this Agreement pay indemnification, and which that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that the Servicer may may, in its discretion respect of any Proceeding, undertake any such reasonable action which it that is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto to this Agreement and the interests of the Certificateholders hereunderHolders under this Agreement. In The Servicer’s costs and expenses incurred in connection with any such event, the legal expenses and costs of such action and any liability resulting therefrom Proceeding shall be expenses, costs payable from the Collection Account as an Operating Expense (and liabilities shall not be deemed to constitute a portion of the Trust Fund, Servicing Fee) in accordance with Section 8.02(e) of the Indenture. The Servicer’s obligations pursuant to this Section 6.05 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Servicer shall may be entitled required initially to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3.duties

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any None of the Depositor, the Servicer, or any directors, officers, employees or agents of the Depositor or the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee the Depositor or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith any breach of representations or gross negligence in the performance of duties warranties made by such party herein or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect against any specific liability imposed on the Servicer for a breach of the Servicing Standard and/or this Agreement, or against any liability that would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reason of its negligent disregard of its respective obligations and duties hereunder; provided, further, that this provision shall not be construed to entitle the Servicer to indemnity in the event that amounts advanced by the Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The Depositor, the Servicer and any director, officer, employee or agent of the Servicer Depositor or the Servicer, may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any appropriate Person respecting with respect to any matters arising hereunder. The Depositor, the Servicer and any director, officer, employee or agent of the Depositor or the Servicer shall be indemnified and held harmless by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, expense incurred in the case of the Servicer and connection with any director, officer, employee or agent of the Servicer, legal action incurred by reason of willful its respective misfeasance, bad faith faith, fraud or gross negligence in the performance negligence, a breach of duties a representation or warranty made by such party hereunder or by reason of reckless disregard of obligations and duties hereunder or, (in the case of the Servicer, as Servicer, incurred by reason ) a breach of negligence the Servicing Standard in the performance of any its respective duties or by reason of negligent disregard of its respective obligations or duties hereunder. The Neither the Depositor nor the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which unless such action is not incidental related to its respective duties to service the Loans in accordance with under this Agreement and which in its opinion may involve does not expose it in to any expense or liability; provided, however, that the Depositor or the Servicer may in its their discretion undertake any such action related to their obligations hereunder which it they may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to pay such expenses from the proceeds of the Trust or to be reimbursed therefor out pursuant to Section 3.05(a) upon presentation to the Trustee of documentation of such expenses, costs and liabilities. The Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund Company, the Issuing Entity, the Owner Trustee, the Indenture Trustee or the Certificateholders Securityholders for 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; providedPROVIDED, howeverHOWEVER, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund Company and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the CertificatesSecurities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Servicing Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Servicing Agreement, and which in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders Securityholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundCompany, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the The Servicer nor any of and the directors, officers, employees or agents of the Servicer shall not be under any liability to the Trust Fund or the Certificateholders Owner (i) for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or (ii) for errors in judgmentjudgment made in good faith, (iii) for any action or inaction in accordance with the written direction or consent of the Owner, (iv) for any action or inaction resulting from the Owner’s failure to cause any Collateral File (or portion thereof) to be released to the Servicer pursuant to Sections 2.18 or 4.2(c), or (v) for any action or inaction resulting from the Owner’s failure to comply with Section 5.1(b) or Section 5.6; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which would otherwise be imposed by reason breach of willful misfeasancewarranties or representations made herein, bad faith any failure to perform its obligations in accordance with any standard of care set forth in this Agreement (unless in accordance with the written direction or gross negligence in consent of the performance of duties Owner) or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties hereunderor reckless disregard of its obligations under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind reasonably believed by the Servicer to be prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any directorSubject to Section 5.1(a), officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to service the Loans in accordance with under this Agreement and which in its opinion that may involve it result in any expense or liabilityliability to the Servicer; provided, however, that the Servicer may in its discretion may, with the written consent of the Owner, undertake any such action which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto rights, duties, and the interests of the Certificateholders hereunderparties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of for which the Trust Fund, Owner shall be liable and the Servicer shall be entitled to be reimbursed therefor out from the Account, unless any such costs or liabilities shall result from the negligence, bad faith or willful misfeasance of the Custodial Account for P&I as provided by Section 3.3Servicer in performing such action.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund Issuer, the Owner Trustee, the Paying Agent, the Indenture Trustee or the Certificateholders Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which that would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund Issuer and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the CertificatesSecurities, including any amount paid to the Owner Trustee, the Paying Agent or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of the Servicer's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Agreement, and which that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which that it may deem necessary or desirable in respect of this Agreement and Agreement, the rights and duties of the parties hereto and the interests of the Certificateholders hereunderSecurityholders and the Enhancer. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundIssuer, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the The directors, officers, employees or agents of the Servicer shall not be under any liability to the Trust Fund Trust, the Transferors, the Trustee, the Certificateholders, or the Certificateholders for any action taken other Person hereunder or for refraining from the taking of any action in good faith pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement, or for errors in judgmentAgreement and any Supplement and the issuance of the Certificates; provided, however, that this provision shall not protect any directorthe directors, officerofficers, employee or agent employees and agents of the Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Except as provided in Section 8.04, nor the Servicer shall not be under any liability to the Trust, the Trustee, the Certificateholders or any other Person for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement or any Supplement whether arising from express or implied duties under this Agreement or any Supplement; provided, however, that this provision shall not protect the Servicer against any liability that which would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, hereunder. The Servicer may rely in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance good faith on any document of any duties kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans Receivables in accordance with this Agreement and or any Supplement which in its reasonable opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform in any way its obligations in compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith negligence or gross negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderAgreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person the Owner respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense expenses or liability; provided, however, that the Servicer may in its discretion may, with the consent of the Owner, which consent shall not be unreasonably withheld, undertake any such action which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of for which the Trust FundOwner will be liable, and the Servicer shall be entitled to be reimbursed therefor out of from the Custodial Account for P&I as provided by pursuant to Section 3.34.05.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund Issuing Entity, the Owner Trustee, the Indenture Trustee or the Certificateholders Securityholders for 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; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund Issuing Entity and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the CertificatesSecurities, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderSecurityholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundIssuing Entity, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor the Depositor nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Depositor shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Depositor or any director, officer, employee or agent of the Servicer such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties hereunderas Servicer or Depositor, nor shall this provision protect as the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties case may be, hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and the Depositor, and any director, officer, director or officer or employee or agent of the Servicer or the Depositor, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with (i) any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance or by reason of its reckless disregard of its obligations and duties hereunder or by reason of reckless disregard of its failure to perform its obligations and or duties hereunder or, in and (ii) any breach of a representation or warranty regarding the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunderMortgage Loans. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion Depositor may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor or the Servicer acts without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Custodial Account Certificateholders to receive any amount in the Collection Account. The Servicer’s right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as Servicer hereunder and in no other capacities. The Credit Risk Manager and any director, officer, employee or agent of the Credit Risk Manager shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Credit Risk Manager, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of its appointment as Credit Risk Manager or its performance of its duties as such) incurred in connection with any claim or legal action or any pending or threatened claim or legal action relating to this Agreement, the Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense (i) resulting from a breach of the Servicer’s obligations and duties under the Pooling Agreement or Credit Risk Manager Agreement for P&I as provided which the Credit Risk Manager is indemnified by the Servicer under the Credit Risk Manager Agreement or (ii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties under the Credit Risk Manager Agreement or by reason of reckless disregard of obligations and duties thereunder. Any payment to the Credit Risk Manager pursuant to this Section 3.36.03 shall be prior to any distributions to the Certificateholders.

Limitation on Liability of the Servicer and Others. Neither the The Servicer nor any of and the directors, officers, employees or agents of the Servicer shall not be under any liability to the Trust Fund or the Certificateholders Owner (i) for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or (ii) for errors in judgmentjudgment made in good faith, (iii) for any action or inaction in accordance with the written direction or consent of the Owner, (iv) for any action or inaction resulting from the Owner's failure to cause any Collateral File (or portion thereof) to be released to the Servicer pursuant to Sections 2.18 or 4.2(c), or (v) for any action or inaction resulting from the Owner's failure to comply with Section 5.1(b) or Section 5.6; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which would otherwise be imposed by reason breach of willful misfeasancewarranties or representations made herein, bad faith any failure to perform its obligations in accordance with any standard of care set forth in this Agreement (unless in accordance with the written direction or gross negligence in consent of the performance of duties Owner) or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties hereunderduties. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie that appears, on its face, to be properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any directorSubject to Section 5.1(a), officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to service the Loans in accordance with under this Agreement and which in its opinion that may involve it result in any expense or liabilityliability to the Servicer; provided, however, that the Servicer may in its discretion may, with the written consent of the Owner, undertake any such action which that it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto rights, duties, and the interests of the Certificateholders hereunderparties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs costs, and liabilities of for which the Trust Fund, Owner shall be liable and the Servicer shall be entitled to be reimbursed therefor out from the Account, unless any such costs or liabilities shall result from the negligence, bad faith or willful misfeasance of the Custodial Account for P&I as provided by Section 3.3Servicer in performing such action.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Noteholders or Residual Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any breach of representations and warranties made herein, or against any specific liability imposed on the Servicer for a breach of its servicing under this Agreement or against liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the CertificatesNotes, other than any loss, liability or expenseexpense related to any specific Mortgage Loan (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence negligence, breach of representations and warranties made herein, or against any specific liability imposed on the Servicer for a breach of its servicing under this Agreement or against in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Noteholders and Residual Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall only be entitled to be reimbursed therefor out pursuant to Section 8.7(c)(xi) of the Custodial Account for P&I as provided by Indenture. The Servicer's right to indemnity or reimbursement pursuant to this Section 3.35.03 shall survive any resignation or termination of the Servicer pursuant to Section 5.04 or 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund Company, the Issuer, the Owner Trustee, the Indenture Trustee or the Certificateholders Securityholders for 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; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund Company and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the CertificatesSecurities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Servicing Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders Securityholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundCompany, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor the Depositor nor any of the directors, officers, directors or officers or employees or agents of the Servicer or the Depositor shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Depositor or any director, officer, employee or agent of the Servicer such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect of the Servicer against any liability that would otherwise be imposed by reason of negligence in or the performance of duties Depositor, as the case may be, hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and the Depositor, and any director, officer, director or officer or employee or agent of the Servicer or the Depositor, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with (i) any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance or by reason of its reckless disregard of its obligations and duties hereunder or by reason of reckless disregard of its failure to perform its obligations and or duties hereunder or, in and (ii) any breach of a representation or warranty regarding the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunderMortgage Loans. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion Depositor may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake initiate any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor or the Servicer acts without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Custodial Certificateholders to receive any amount in the Collection Account. The Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as Servicer hereunder and in no other capacities. Without limiting the foregoing, the 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 reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Servicer shall be entitled to be reimbursed therefor from the Collection Account for P&I as and to the extent provided by in Section 3.33.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the The directors, officers, employees or agents of the Servicer shall not be under any liability to the Trust Fund Trust, the Transferor, the Trustee, the Certificateholders, any Enhancement Provider or the Certificateholders for any action taken other Person hereunder or for refraining from the taking of any action in good faith pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement, or for errors in judgmentAgreement and any Supplement and the issuance of the Certificates; provided, however, that this provision shall not protect any directorthe directors, officerofficers, employee employees or agent agents of the Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and or duties hereunder or pursuant to any document delivered hereunder. Except as provided in Section 8.4, nor the Servicer shall not be under any liability to the Trust, the Transferor, the Trustee, the Certificateholders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement or any Supplement whether arising from express or implied duties under this Agreement or any Supplement; provided, however, that this provision shall not protect the Servicer against any liability that which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunderor by reason of its reckless disregard of obligations or duties hereunder or under any Supplement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans Receivables in accordance with this Agreement and or any Supplement which in its reasonable opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties of the Servicer hereunder; PROVIDED, nor shall FURTHER, that this provision protect shall not be construed to entitle the Servicer against any liability that would otherwise be imposed by reason of negligence to indemnity in the performance event that amounts advanced by the Servicer to retire any senior lien exceed Net Liquidation Proceeds realized with respect to the related Mortgage Loan. The preceding sentence shall not limit the obligations of duties hereunderthe Servicer pursuant to Section 9.05. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service may with the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that consent of the Servicer may in its discretion Certificate Insurer undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and Trust. The Servicer's right to indemnity or reimbursement pursuant to this Section 7.03 shall survive any resignation or termination of the Servicer pursuant to Section 7.04 or 8.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall be entitled apply to be reimbursed therefor out of the Custodial Account for P&I Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund Company, the Issuing Entity, the Owner Trustee, the Indenture Trustee or the Certificateholders Securityholders for 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; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund Company and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the CertificatesSecurities, including any amount paid to the Owner Trustee or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Servicing Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders Securityholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundCompany, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer’s right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the The Servicer shall not be under any liability liable to the Trust Fund Issuer, its managers, the Transition Bondholders, the Trustee or the Certificateholders any other person, except as provided under this Agreement, for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties hereunderor by reason of reckless disregard of its obligations and duties under this Agreement or the Intercreditor Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Trustee or on any document of any kind prima facie properly executed kind, reasonably believed to be genuine and submitted to have been signed by any Person the proper party respecting any matters arising hereunderunder this Agreement. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred Except as provided in connection with any legal action relating to this Agreement or (including but not limited to Section 3.10 of this Agreement), the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which Proceeding that is not incidental directly related to one of the Servicer's enumerated duties in this Agreement or related to its duties obligation to service the Loans in accordance with this Agreement pay indemnification, and which that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that the Servicer may may, in its discretion respect of any Proceeding, undertake any such reasonable action which it that is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto to this Agreement and the interests of the Certificateholders hereunderTransition Bondholders under this Agreement. In The Servicer's costs and expenses incurred in connection with any such event, the legal expenses and costs of such action and any liability resulting therefrom Proceeding shall be expenses, costs payable from TC Collections as an Operating Expense (and liabilities shall not be deemed to constitute a portion of the Trust Fund, Servicing Fee) in accordance with the Indenture. The Servicer's obligations pursuant to this Section 5.05 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Servicer shall may be entitled required initially to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties of the Servicer or by reason of its reckless disregard of its obligations and duties of the Servicer hereunder; provided, nor shall further, that this provision protect shall not be construed to entitle the Servicer against any liability that would otherwise be imposed by reason of negligence to indemnity in the performance of duties hereunderevent that amounts advanced by the Servicer to retire any senior lien exceed Net Liquidation Proceeds realized with respect to the related Mortgage Loan. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any no obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to service the Loans in accordance with this Agreement hereunder and which that in its opinion opinion, may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and Trust. The Servicer's right to indemnity or reimbursement pursuant to this Section 7.03 shall survive any resignation or termination of the Servicer pursuant to Section 7.04 or 8.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall be entitled apply to be reimbursed therefor out of the Custodial Account for P&I Servicer solely in its capacity as provided by Section 3.3Servicer hereunder and in no other capacities.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund Indenture Trustee, the Owner Trustee, the Issuer, the Depositor or the Certificateholders Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such person against any liability which that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the its performance of its duties or by reason of reckless disregard of for its obligations and duties hereunder, nor shall under this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderAgreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any no obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which that it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders Securityholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I as provided by in Section 3.34.08.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund Issuer, the Owner Trustee, the Paying Agent, the Indenture Trustee or the Certificateholders Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which that would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund Issuer and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the CertificatesSecurities, including any amount paid to the Owner Trustee, the Paying Agent or the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of the Servicer's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Agreement, and which that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which that it may deem necessary or desirable in respect of this Agreement and Agreement, the rights and duties of the parties hereto and the interests of the Certificateholders hereunderSecurityholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundIssuer, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. The Servicer shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered in respect of such claim. The Servicer agrees that it will not enter into the settlement of any such claim if such settlement would materially and adversely affect the interests of the Securityholders. The Servicer shall be entitled to reimbursement of any such costs and expenses from funds in the Protected Account, unless such claim relates to a matter for which the Servicer is required to indemnify the Issuing Entity, the Indenture Trustee, the Owner Trustee or the Master Servicer pursuant to Section 5.06. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or Master Servicer, the Certificateholders Owner Trustee, the Issuing Entity and the Indenture Trustee for 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; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and Servicer’s right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any director, officer, employee resignation or agent termination of the Servicer shall be indemnified by the Trust Fund and held harmless against pursuant to Sections 5.04 or 6.01 with respect to any losslosses, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and or liabilities of the Trust Fund, and the Servicer shall be entitled arising prior to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform in any way its obligations in compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith negligence or gross negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunderAgreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person the Owner respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense expenses or liability; provided, however, that the Servicer may in its discretion may, with the consent of the Owner and Lender, which consent shall not be unreasonably withheld, undertake any such action which it may deem necessary or desirable in with respect of to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderhereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of for which the Trust FundOwner will be liable, and the Servicer shall be entitled to be reimbursed therefor out of from the Custodial Account for P&I as provided by Section 3.3Owner upon written demand.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the The directors, officers, employees or agents of the Servicer shall not be under any liability to the Trust Fund Issuer, the Transferor, the Owner Trustee, the Indenture Trustee, the Noteholders, any Enhancement Provider or the Certificateholders for any action taken other Person hereunder or for refraining from the taking of any action in good faith pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any directorthe directors, officerofficers, employee employees or agent agents of the Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and or duties hereunder or pursuant to any document delivered hereunder. Except as provided in Section 5.4, nor the Servicer shall not be under any liability to the Issuer, the Transferor, the Owner Trustee, the Indenture Trustee, the Noteholders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Servicer against any liability that which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its reckless disregard of obligations or duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans Receivables in accordance with this Agreement and which in its reasonable opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund Issuer, the Owner Trustee, the Indenture Trustee or the Certificateholders Securityholders for 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; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund Issuer pursuant to Section 3.05(a)(i) and Section 3.05(a)(ix) of the Indenture and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the CertificatesSecurities, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Home Equity Loans in accordance with this Agreement Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunderSecurityholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundIssuer, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer's right to indemnity or reimbursement pursuant to this Section 6.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.36.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. The Servicer shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Servicing Agreement or the Mortgage Loans, assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered in respect of such claim. The Servicer agrees that it will not enter into the settlement of any such claim if such settlement would materially and adversely affect the interests of the Certificateholders. The Servicer shall be entitled to reimbursement of any such costs and expenses from funds in the Protected Account, unless such claim relates to a matter for which the Servicer is required to indemnify the Depositor, the Trustee or the Master Servicer pursuant to Section 5.06. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund or Master Servicer, the Certificateholders Depositor and the Trustee for 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; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and Servicer’s right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any director, officer, employee resignation or agent termination of the Servicer shall be indemnified by the Trust Fund and held harmless against pursuant to Sections 5.04 or 6.01 with respect to any losslosses, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and or liabilities of the Trust Fund, and the Servicer shall be entitled arising prior to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer shall be under any liability to the Trust Fund Issuer, the Owner Trustee, the Bond Administrator, the Indenture Trustee, the Bond Insurer or the Certificateholders Bondholders for 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; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of duties hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer shall be indemnified by the Trust Fund Issuer and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the CertificatesBonds, including any amount paid to the Owner Trustee or the Bond Administrator on behalf of the Indenture Trustee pursuant to Section 5.06(b), other than any loss, liability or expenseexpense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, in the case of the Servicer liability or expense shall be otherwise reimbursable pursuant to this Servicing Agreement) and any directorloss, officer, employee liability or agent of the Servicer, expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement Servicing Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders Bondholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundIssuer, and the Servicer shall be entitled to be reimbursed therefor out therefor. The Servicer's right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the Custodial Account for P&I as provided by Servicer pursuant to Section 3.35.04 or 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). Any reimbursements or indemnification to the Servicer from the Issuer pursuant to this Section 5.03 shall be payable in the priority set forth in Section 3.05(a)(xi) of the Indenture.

Limitation on Liability of the Servicer and Others. The duties and obligations of the Servicer shall be determined solely by the express provisions of this Agreement, the Servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Servicer. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Fund or the Certificateholders Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect any director, officer, employee or agent of the Servicer against any liability which resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on the Servicer herein; and, provided further, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of the obligations and duties hereunder, nor shall this provision protect the Servicer against any liability that would otherwise be imposed by reason of negligence in the performance of or duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by any Person the proper authorities respecting any matters arising hereunder. The Servicer and any directorSubject to the terms of Section 12.01, officer, employee or agent of the Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense, in the case of the Servicer and any director, officer, employee or agent of the Servicer, incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder or, in the case of the Servicer, as Servicer, incurred by reason of negligence in the performance of any duties hereunder. The Servicer shall not be under any have no obligation to appear inwith respect to, prosecute or defend any legal action which is not incidental to its duties the Servicer’s duty to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial Account for P&I as provided by Section 3.3Agreement.