Common use of Company Liability Generally Clause in Contracts

Company Liability Generally. Neither the Company nor any of its Affiliates, nor any of their respective officers, directors, employees, partners, principals or agents, including the Servicer and any Subservicer, shall be liable for any action taken or omitted to be taken by them or any one of them under this Agreement or in connection with any Loan or Collateral or any portion thereof, except for any act or omission constituting (i) gross negligence, bad faith or willful misconduct (including any act or omission constituting theft, embezzlement, breach of trust or violation of any Law) or (ii) a material breach of this Agreement. The failure to obtain Participant consent as required by any provision of this Agreement and the failure to comply with the obligations in Section 8.01 shall be considered a material breach of this Agreement and gross negligence on the part of the Company. Neither the Company nor any of its Affiliates, nor any of their respective officers, directors, employees, partners, principals or agents, including the Servicer and any Subservicer, shall be liable to Participant for any action taken or omitted to be taken by Participant.

Company Liability Generally. Neither the Company nor any of its Affiliates, nor any of their respective officers, directors, employees, partners, principals or agents, including the Servicer and any Subservicer, shall be liable for any action taken or omitted to be taken by them or any one of them under this Agreement or in connection with any Loan or Collateral or any portion thereof, except for any act or omission constituting (i) gross negligence, bad faith or willful misconduct (including any act or omission constituting theft, embezzlement, breach of trust or violation of any Law) or (ii) a material breach of this Agreement. The failure to obtain Participant consent as required by any provision of this Agreement and the failure to comply with the obligations in Section 8.01 shall be considered a material breach of this Agreement and gross negligence on the part of the Company. Neither the Company nor any of its Affiliates, nor any of their respective officers, directors, employees, partners, principals or agents, including the Servicer and any Subservicer, shall be liable to Participant for any action taken or omitted to be taken by Participant.

Company Liability Generally. Neither the Company nor any of its Affiliates, nor any of their respective officers, directors, employees, partners, principals or agents, including the Servicer and any Subservicer, shall be liable for any action taken or omitted to be taken by them or any one of them under this Agreement or in connection with any Loan Loan, Collateral or Collateral Acquired Collateral, or any portion thereof, except for any act or omission constituting (i) gross negligence, bad faith or willful misconduct (including any act or omission constituting theft, embezzlement, breach of trust or violation of any Law) or (ii) a material breach of this Agreement. The Proceeding with any action despite the failure to obtain Participant the Participant’s consent as required by any provision of this Agreement and the failure to comply with the obligations in Section 8.01 shall be considered a material breach of this Agreement and gross negligence on the part of the Company. Neither the Company nor any of its Affiliates, nor any of their respective officers, directors, employees, partners, principals or agents, including the Servicer and any Subservicer, shall be liable to Participant for any action taken or omitted to be taken by the Participant.