Common use of Indemnification Limitation on Liability Clause in Contracts

Indemnification Limitation on Liability. (a) The Master Servicer and the Sub-Servicer each agrees to and hereby does indemnify and hold harmless the Master Servicer, in the case of the Sub-Servicer, and the Sub-Servicer, in the case of the Master Servicer (including any of their partners, directors, officers, employees or agents) from and against any and all liability, claim, loss, out of pocket cost (including reasonable attorneys' fees), penalty, expense or damage of the Master Servicer, in the case of the Sub-Servicer, and the Sub-Servicer, in the case of the Master Servicer (including any of their partners, directors, officers, employees or agents) incurred (i) by reason of willful misfeasance, bad faith or negligence in the performance of servicing duties hereunder or reckless disregard of servicing obligations or duties hereunder by such party, (ii) resulting from such party's failure to comply with its other obligations under this Agreement or (iii) resulting from such party's breach of its representations and warranties made in this Agreement. Each indemnified party hereunder shall give prompt written notice to the indemnitor of matters which may give rise to liability of such indemnitor hereunder; provided, however, that failure to give such notice shall not relieve the indemnitor of any liability except to the extent of actual prejudice. This Section 5.04 shall survive the termination of this Agreement and the termination or resignation of the Master Servicer or the Sub-Servicer. (b) Neither the Master Servicer nor the Sub-Servicer nor any of their respective directors, officers, employees or agents shall be under any liability to the other, the holders of the Certificates, the Companion Holders, the Depositor, the Trustee or any other Person for any action taken or for refraining from the taking of any action in good faith, or using reasonable business judgment, consistent with the Servicing Standard; provided that this provision shall not protect such party or any such person against any liability which would otherwise be imposed by reason of against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties under the Agreement or by reason of negligent disregard of obligations and duties hereunder; and provided, further, that the Sub-Servicer shall not be protected by this statement to any greater extent than the Master Servicer is protected under Section 8.24(a) of the PSA. Each of the Master Servicer and the Sub-Servicer and their respective directors, officers, employees and agents 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.

Indemnification Limitation on Liability. (a) The Master Servicer and the Sub-Servicer each agrees In addition to and hereby does any indemnification obligation set forth elsewhere in this Agreement (including Schedule I hereto), Rapidocc shall indemnify and hold harmless the Master ServicerProvider, in the case of the Sub-Servicer, and the Sub-Servicer, in the case of the Master Servicer (including any of their partnersits owners, directors, officers, staff, employees and agents (collectively, the “Provider Indemnitees”) against all Losses that the Provider Indemnitees may sustain or agentsincur from any third-party claim to the extent arising from or relating to: (i) from any breach by Rapidocc of its confidentiality obligations set forth in Section 7 hereto; or (ii) any claim that the Solution infringes any third party’s intellectual property rights. Rapidocc shall promptly notify Provider of any claim for which indemnification is sought under this Agreement and against will cooperate in good faith with any and all liability, Provider Indemnitee in defense of such claim, loss, out of pocket cost . (b) In addition to any indemnification obligation set forth elsewhere in this Agreement (including reasonable attorneys' feesSchedule I hereto), penaltyProvider shall indemnify and hold harmless Rapidocc, expense or damage of the Master Servicer, in the case of the Sub-Servicer, and the Sub-Servicer, in the case of the Master Servicer (including any of their partnersits owners, directors, officers, staff, employees and agents (collectively, the “Rapidocc Indemnitees”) against all Losses that the Indemnitees may sustain or agents) incurred incur from any third-party claim to the extent arising from or relating to (i) by reason the acts or omissions of willful misfeasanceProvider, bad faith any Authorized User, or negligence in any of their directors, officers, staff, employees, agents, or affiliates (collectively, the performance of servicing duties hereunder or reckless disregard of servicing obligations or duties hereunder by such party, “Provider Parties”); (ii) resulting from such party's the failure of Provider to comply with its other obligations under adhere to the terms of this Agreement or to cause any Authorized User or any other Provider Party to do so; or (iii) resulting from such party's breach of any services provided to any person by Provider or its representations and warranties made in this Agreementpersonnel. Each indemnified party hereunder Provider shall give prompt written notice to the indemnitor of matters which may give rise to liability of such indemnitor hereunder; provided, however, that failure to give such notice shall not relieve the indemnitor promptly notify Rapidocc of any liability except to the extent of actual prejudice. This Section 5.04 shall survive the termination of claim for which indemnification is sought under this Agreement and the termination or resignation will cooperate in good faith with any Rapidocc Indemnitee in defense of the Master Servicer or the Sub-Servicersuch claim. (bc) Neither the Master Servicer nor the Sub-Servicer nor any of their respective directors, officers, employees or agents shall be under any liability to the other, the holders of the Certificates, the Companion Holders, the Depositor, the Trustee or any other Person for any action taken or for refraining from the taking of any action in good faith, or using reasonable business judgment, consistent with the Servicing Standard; provided that this provision shall not protect such party or any such person against any liability which would otherwise be imposed by reason of against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties under the Agreement or by reason of negligent disregard of obligations and duties hereunder; and provided, further, that the Sub-Servicer Rapidocc shall not be protected by this statement to liable for any greater extent than the Master Servicer is protected under Section 8.24(a) of the PSA. Each of the Master Servicer and the Sub-Servicer and their respective directorsincidental, officersconsequential, employees and agents may rely in good faith on any document special or punitive damages of any kind prima facie properly executed or nature, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability), or otherwise, even if Rapidocc has been advised of the possibility of such loss or damages. The maximum liability of Rapidocc under or in connection with this Agreement, including the provisions of Section 9 and submitted by any Person respecting any matters arising hereunderSchedule I, or the use or disclosure of PHI, shall not exceed twelve (12) times Provider’s monthly subscription fee paid to Rapidocc under this Agreement.

Indemnification Limitation on Liability. (a) The Master Primary Servicer and the Sub-Servicer each agrees to and hereby does shall indemnify and hold harmless the Master Servicer, in the case of the Sub-Servicerits officers, employees and agents against, and the Sub-Servicer, in the case of hold the Master Servicer (including any of their partnersharmless from, directors, officers, employees or agents) from and against any and all liabilitylosses, claimliabilities, lossexpenses, claims, demands, costs, or judgment of any type against the Master Servicer arising out of pocket cost or related to (i) any failure by the Primary Servicer to perform its obligations under this Agreement, or (ii) breach of any of the Primary Servicer's representations and warranties hereunder. The indemnification provided under this Section 5.04(a) shall survive the Primary Servicing Termination Date. The Master Servicer shall promptly notify the Primary Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Master Servicer to indemnification hereunder. The Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and pay all expenses in connection therewith, including reasonable attorneys' counsel fees), penaltyand promptly pay, expense discharge and satisfy any judgment or damage decree which may be entered against it or them in respect of such claim. Any failure to so notify the Primary Servicer shall not affect any of the Master Servicer, in the case of the Sub-Servicer, and the Sub-Servicer, in the case of the Master Servicer (including any of their partners, directors, officers, employees or agents) incurred (i) by reason of willful misfeasance, bad faith or negligence in the performance of servicing duties hereunder or reckless disregard of servicing obligations or duties hereunder by such party, (ii) resulting from such party's failure rights to comply with its other obligations under this Agreement or (iii) resulting from such party's breach of its representations and warranties made in this Agreement. Each indemnified party hereunder shall give prompt written notice to the indemnitor of matters which may give rise to liability of such indemnitor hereunder; provided, however, that failure to give such notice shall not relieve the indemnitor of any liability except to the extent of actual prejudice. This Section 5.04 shall survive the termination of this Agreement and the termination or resignation of the Master Servicer or the Sub-Servicerindemnification. (b) Neither the Master Servicer nor the Sub-Primary Servicer nor any of their respective the directors, officers, employees or agents of the Primary Servicer shall be under any liability to the otherMaster Servicer, the holders of the Certificates, the Companion Holders, the Depositor, the Trustee or any other Person for any action taken or for refraining from the taking of any action in good faithfaith and using its reasonable business judgment pursuant to this Agreement, or using reasonable business for errors in judgment, consistent with the Servicing Standard; provided that this provision shall not protect such party the Primary Servicer or any such person against any liability which would otherwise be imposed by reason of against any breach of a covenant, representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties under the Agreement or by reason of negligent reckless disregard of for its obligations and duties hereunder; under this Agreement. The Primary Servicer and providedany director, furtherofficer, that the Sub-Servicer shall not be protected by this statement to any greater extent than the Master Servicer is protected under Section 8.24(a) employee or agent of the PSA. Each of the Master Primary Servicer and the Sub-Servicer and their respective directors, officers, employees and agents 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. (c) The Master Servicer shall indemnify the Primary Servicer, its officers, employees and agents against, and hold the Primary Servicer harmless from, any and all losses, liabilities, expenses, claims, demands, costs, or judgment of any type against the Subservicer arising out of or related to any failure by the Master Servicer to perform its obligations under this Agreement or the Pooling and Servicing Agreement; provided, however, that the Master Servicer shall not be required to indemnify the Subservicer, its officers, employees or agents against or hold the Subservicer, its officers, employees or agents harmless from any losses to the extent that such loss is caused by the actions of the Subservicer, its officers, employees or agents in violation of the Primary Servicer's duties under this Agreement (except to the extent that such failure was caused by the Master Servicer's failure to perform its obligations hereunder or under the Pooling and Servicing Agreement). For the avoidance of doubt, the Master Servicer shall not have any liability under the immediately preceding sentence for any loss that is caused by any action that is required to be taken by the Master Servicer under the Pooling and Servicing Agreement or the Master Servicer's failure to take any action that the Master Servicer is required to refrain from taking under the Pooling and Servicing Agreement. The Subservicer shall promptly notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Subservicer to indemnification hereunder. The Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Subservicer) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer shall not affect any of the Primary Servicer's rights to indemnification. The indemnification provided under this Section 5.04(c) shall survive the Primary Servicing Termination Date. (d) The Master Servicer shall have the same immunities and protections hereunder as are afforded to it in Section 8.24 of the Pooling and Servicing Agreement.