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Section 12. Indemnity. Servicer and Client each agree to indemnify, defend, and hold each other and each of their
<br />respective officers, directors, employees, agents, counsel, advisors and representatives (each, an
<br />"Indemnified Party") harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal
<br />fees and related costs, judgments, and any other costs, fees and expenses that any Indemnified Party may
<br />sustain in any way related to the failure of Servicer or Client to perform its duties in compliance with the
<br />terms of this Agreement. Notwithstanding the foregoing,
<br />I. Neither party shall indemnify any such Indemnified Party if such acts, omissions or alleged acts of the
<br />Indemnified Party constitute fraud, gross negligence, willful misconduct or breach of fiduciary duty by
<br />such Indemnified Party;
<br />ii. Servicer shall not indemnify any such Indemnified Party, for any taxes, including without limitation any
<br />federal, state or local income or franchise taxes or other taxes, imposed on or measured by income
<br />received by such Indemnified Party (or any interest or penalties with respect thereto or arising from a
<br />failure to comply therewith) that are required to be paid by such Person in connection herewith to any
<br />taxing authority;
<br />iii. Either party hereto and any director, officer, employee or agent of such party may rely on any
<br />document of any kind which it in good faith reasonably believes to be genuine and to have been
<br />adopted or signed by the proper authorities or persons respecting any matters arising hereunder;
<br />iv. Neither party shall have any obligation to appear with respect to, prosecute or defend any legal action
<br />which is not incidental to this Agreement; and
<br />Section 13. Fidelity Bond. Servicer shall maintain with a responsible company, and at its own expense, a blanket fidelity
<br />bond and an errors and omissions insurance policy, in a minimum amount equal to $3,000,000, and a
<br />maximum deductible of $100,000, if commercially available, with coverage on all employees acting in any
<br />capacity requiring such persons to handle funds, money, documents or papers relating to the Client Loans
<br />("Employees"). The fidelity bond shall insure the Client, its respective officers and employees against losses
<br />resulting from forgery, theft, embezzlement or fraud by such Employees. The errors and omissions policy
<br />shall insure against losses resulting from the errors, omissions, and negligent acts of such Employees. No
<br />provision of this Section 13 requiring such fidelity bond and errors and omissions insurance policies shall
<br />relieve Servicer from its duties as set forth in this Agreement. Upon the request of the Client, Servicer shall
<br />make available to the Client for their review, a true copy of such fidelity bond and errors and omissions
<br />insurance policy.
<br />Section 14. Limitation of Liability. Servicer's role is strictly limited to the Services. Client will be solely responsible for
<br />making all decisions concerning the management of the Client Loans. At all times, Client will be responsible
<br />for the accuracy of all information provided to Servicer and Servicer may rely on any document of any kind
<br />which it, in good faith, reasonably believes to be genuine and to have been adopted or signed by the proper
<br />authorities or persons respecting any matters arising hereunder. The sole duty of Servicer is to exercise
<br />ordinary care in its performance of the obligations described in this Agreement. Client agrees that Servicer,
<br />its officers, directors, agents, and employees (collectively, the "Servicer's Representatives") will not be liable
<br />for events or circumstances beyond their reasonable control, and the liability of Servicer and Servicer's
<br />Representatives will be limited to correcting errors caused by Servicer, unless the Servicers is otherwise
<br />required to indemnify the Client pursuant to the terms of this Agreement. Client and Servicer agree that
<br />clerical errors and mistakes in judgment do not constitute a failure to exercise ordinary care or to act in good
<br />faith.
<br />NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY INDIRECT,
<br />INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER (INCLUDING
<br />WITHOUT LIMITATION, ANY DAMAGES CLAIMED FOR LOSS OF INCOME, REVENUE, OR PROFITS
<br />OR FOR LOSS OF GOODWILL) ARISING FROM OR RELATED TO SERVICES PROVIDED PURSUANT
<br />TO THIS AGREEMENT.
<br />506156v2 AMB MU210-194
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