Common use of Liability of the Company and Others Clause in Contracts

Liability of the Company and Others. The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein. Neither the Company, nor any of the directors, officers, employees or agents of the Company shall be under any liability to any Initial Owner for any action taken or for refraining from the taking of any action in good faith in accordance with the servicing of the Mortgage Loans under this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company or any such person against any breach of warranties or representations made herein, failure to perform obligations in compliance with the standards of care in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Company and any director, officer, employee or agent of the Company 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. Notwithstanding the foregoing, the Company shall indemnify and hold harmless the Owner and any director, officer, employee or agent of the Owner for any loss, liability or expense incurred by such Owner arising (i) from any breach of warranty or representation or covenant of the Company made herein that materially and adversely affects the interests of the Owner or (ii) reasons of willful misfeasance, bad faith or negligence of the Company in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Company and any director, officer, employee or agent of the Company shall be indemnified by the Owner and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Company in the performance of its duties hereunder and any loss, liability or expense incurred by reason of a breach by the Company of any representation, warranty or covenant made by it herein. In case any proceeding shall be instituted involving any indemnified party (each, an “Indemnified Party”) in respect of which indemnity may be sought pursuant to this Agreement, such Indemnified Party shall promptly notify the indemnifying party (the “Indemnifying Party”) in writing and the Indemnifying Party, upon written request of the Indemnified Party, shall retain legal counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party. The Indemnifying Party shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Parties shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for the Indemnified Party. Any firm retained pursuant to clause (ii) of the second preceding sentence shall be designated in writing by the Indemnified Party. The Indemnifying Party may, at its option, at any time upon written notice to the Indemnified Party, assume the defense of any proceeding and may designate counsel satisfactory to the Indemnified Party in connection therewith, provided that the counsel so designated would have no actual or potential conflict of interest in connection with such representation. Unless it shall assume the defense of any proceeding, the Indemnifying Party shall not be liable for any settlement of any proceeding, effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. If Indemnifying Party assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the Indemnified Party or, if such settlement provides for unconditional release of any Indemnified Party in connection with all matters and liability relating to the proceeding that have been asserted against the Indemnified Party in such proceeding by the other parties to such settlement, without the consent of the Indemnified Party. The provisions of this Section 5.01 shall survive termination of this Agreement. The Company shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Company may in its discretion undertake any such legal action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable or reimbursable by the Owner upon presentation of reasonable documentation with respect thereto.

Liability of the Company and Others. The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein. Neither the Company, nor any of the directors, officers, employees or agents of the Company shall be under any liability to any Initial Owner for any action taken or for refraining from the taking of any action in good faith in accordance with the servicing of the Mortgage Loans under pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company or any such person against any breach of warranties or representations made herein, failure to perform obligations in compliance with the standards of care in this Agreement, herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence a failure in the performance of duties or by reason of reckless disregard of and obligations and duties hereunder. The Company and any director, officer, employee or agent of the Company 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. Notwithstanding the foregoing, the Company shall indemnify and hold harmless the Owner and any director, officer, employee or agent of the Owner for any loss, loss or liability or expense incurred by such Owner arising (i) from any breach of warranty or representation or covenant of the Company made herein that materially and adversely affects the interests of the Owner and the related Mortgage Loan is not purchased by the Company, the Subservicer or the Seller pursuant to the terms of this Agreement or (ii) reasons of willful misfeasance, bad faith or negligence by reason of the Company Company's failure in the performance of its duties hereunder in a manner that materially and adversely affects the interests of the Owner or by reason of reckless disregard of its obligations and duties hereunder. The Company and any director, officer, employee or agent of the Company shall be indemnified by the Owner and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasancerelated to any specific Mortgage Loan or Mortgage Loans (except as any such loss, bad faith liability or negligence of the Company in the performance of its duties hereunder expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of a breach the failure by the Company of any representation, warranty or covenant made by it herein. In case any proceeding shall be instituted involving any indemnified party (each, an “Indemnified Party”) in respect of which indemnity may be sought pursuant to this Agreement, such Indemnified Party shall promptly notify the indemnifying party (the “Indemnifying Party”) in writing and the Indemnifying Party, upon written request of the Indemnified Party, shall retain legal counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party. The Indemnifying Party shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Parties shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses performance of more than one separate firm for the Indemnified Party. Any firm retained pursuant to clause (ii) of the second preceding sentence shall be designated in writing by the Indemnified Party. The Indemnifying Party may, at its option, at any time upon written notice to the Indemnified Party, assume the defense of any proceeding and may designate counsel satisfactory to the Indemnified Party in connection therewith, provided that the counsel so designated would have no actual or potential conflict of interest in connection with such representation. Unless it shall assume the defense of any proceeding, the Indemnifying Party shall not be liable for any settlement of any proceeding, effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. If Indemnifying Party assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the Indemnified Party or, if such settlement provides for unconditional release of any Indemnified Party in connection with all matters and liability relating to the proceeding that have been asserted against the Indemnified Party in such proceeding by the other parties to such settlement, without the consent of the Indemnified Party. The provisions of this Section 5.01 shall survive termination of this Agreementduties hereunder. The Company shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Company may in its discretion undertake any such legal action which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable or reimbursable by directly from the Owner upon presentation of reasonable documentation or, with respect theretoto any Mortgage Loans that have been the subject of a Securitization Transaction, directly out of the Custodial Account as provided by Section 3.07 and, notwithstanding any other provision hereof, distributions pursuant to Section 4.01 shall be reduced accordingly.

Liability of the Company and Others. The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein. Neither the Company, nor any of the directors, officers, employees or agents of the Company shall be under any liability to any Initial Owner for any action taken or for refraining from the taking of any action in good faith in accordance with the servicing of the Mortgage Loans under pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company or any such person against any breach of warranties or representations made herein, failure to perform obligations in compliance with the standards of care in this Agreement, herein 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. The Company and any director, officer, employee or agent of the Company 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. Notwithstanding the foregoing, the Company shall indemnify and hold harmless the Owner and any director, officer, employee or agent of the Owner for any loss, loss or liability or expense incurred by such Owner arising (i) from any breach of warranty or representation or covenant of the Company made herein that materially and adversely affects the interests of the Owner and the related Mortgage Loan is not purchased by the Company, the Subservicer or the Seller pursuant to the terms of this Agreement or (ii) by reasons of willful misfeasance, bad faith or gross negligence of the Company in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Company and any director, officer, employee or agent of the Company shall be indemnified by the Owner each Owner, jointly and severally, and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasancerelated to any specific Mortgage Loan or Mortgage Loans (except as any such loss, bad faith liability or negligence of the Company in the performance of its duties hereunder expense shall be otherwise reimbursable pursuant to this Agreement) and 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, or by reason of a material breach by the Company of any representation, representation or warranty or covenant made by it herein. In case any proceeding shall be instituted involving any indemnified party (each, an “Indemnified Party”) in respect of which indemnity may be sought pursuant to this Agreement, such Indemnified Party shall promptly notify the indemnifying party (the “Indemnifying Party”) in writing and the Indemnifying Party, upon written request of the Indemnified Party, shall retain legal counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party. The Indemnifying Party shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Parties shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for the Indemnified Party. Any firm retained pursuant to clause (ii) of the second preceding sentence shall be designated in writing by the Indemnified Party. The Indemnifying Party may, at its option, at any time upon written notice to the Indemnified Party, assume the defense of any proceeding and may designate counsel satisfactory to the Indemnified Party in connection therewith, provided that the counsel so designated would have no actual or potential conflict of interest in connection with such representation. Unless it shall assume the defense of any proceeding, the Indemnifying Party shall not be liable for any settlement of any proceeding, effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. If Indemnifying Party assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the Indemnified Party or, if such settlement provides for unconditional release of any Indemnified Party in connection with all matters and liability relating to the proceeding that have been asserted against the Indemnified Party in such proceeding by the other parties to such settlement, without the consent of the Indemnified Party. The provisions of this Section 5.01 shall survive termination of this Agreement. The Company shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Company may in its discretion undertake any such legal action which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable or reimbursable out of the Custodial Account as provided by the Owner upon presentation of reasonable documentation with respect theretoSection 3.07 and, notwithstanding any other provision hereof, distributions pursuant to Section 4.01 shall be reduced accordingly.

Liability of the Company and Others. The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein. Neither the Company, nor any of the directors, officers, employees or agents of the Company shall be under any liability to any Initial Owner for any action taken or for refraining from the taking of any action in good faith in accordance with the servicing of the Mortgage Loans under pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company or any such person against any breach of warranties or representations made herein, failure to perform obligations in compliance with the standards of care in this Agreement, herein or any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless or negligent disregard of obligations and duties hereunder. The Company and any director, officer, employee or agent of the Company 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. Notwithstanding the foregoing, the Company shall indemnify and hold harmless the Owner and any director, officer, employee or agent of the Owner for any loss, loss or liability or expense incurred by such Owner arising (i) from any breach of warranty or representation or covenant of the Company made herein that materially and adversely affects the interests of the Owner or (ii) by reasons of willful misfeasance, bad faith or negligence of the Company in the performance of its duties hereunder or by reason of reckless or negligent disregard of its obligations and duties hereunder. The Company and any director, officer, employee or agent of Owner shall indemnify the Company shall be indemnified by the Owner and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Company in the performance of its duties hereunder and any loss, liability or expense incurred by reason of a breach by the Company of any representation, warranty or covenant made by it herein. In case any proceeding shall be instituted involving any indemnified party (each, an “Indemnified Party”) in respect of which indemnity may be sought pursuant to this Agreement, such Indemnified Party shall promptly notify the indemnifying party (the “Indemnifying Party”) in writing and the Indemnifying Party, upon written request of the Indemnified Party, shall retain legal counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party. The Indemnifying Party shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Parties shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for the Indemnified Party. Any firm retained pursuant to clause (ii) of the second preceding sentence shall be designated in writing by the Indemnified Party. The Indemnifying Party may, at its option, at any time upon written notice to the Indemnified Party, assume the defense of any proceeding and may designate counsel satisfactory to the Indemnified Party in connection therewith, provided that the counsel so designated would have no actual or potential conflict of interest in connection with such representation. Unless it shall assume the defense of any proceeding, the Indemnifying Party shall not be liable for any settlement of any proceeding, effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability incurred by reason of such settlement or judgment. If Indemnifying Party assumes the defense of Company arising from any proceeding, it shall be entitled to settle such proceeding with the consent breach of the Indemnified Party or, if such settlement provides for unconditional release of any Indemnified Party in connection with all matters and liability relating to the proceeding that have been asserted against the Indemnified Party in such proceeding Agreement by the other parties to such settlementOwner, without the consent including any breach of warranty or representation of the Indemnified Party. The provisions Owner made herein that materially and adversely affects the interests of this Section 5.01 shall survive termination of this Agreementthe Company. The Company shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Company may in its discretion undertake any such legal action which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable or reimbursable out of the Custodial Account as provided by the Owner upon presentation of reasonable documentation with respect theretoSection 3.07 and, notwithstanding any other provision hereof, distributions pursuant to Section 4.01 shall be reduced accordingly.

Liability of the Company and Others. The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein. Neither the Company, nor any of the directors, officers, employees or agents of the Company shall be under any liability to any Initial Owner for any action taken or for refraining from the taking of any action in good faith in accordance with the servicing of the Mortgage Loans under this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company or any such person against any breach of warranties or representations made herein, failure to perform obligations in compliance with the standards of care in this Agreement, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Company and any director, officer, employee or agent of the Company 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. Notwithstanding the foregoing, the Company shall indemnify and hold harmless the Owner and any director, officer, employee or agent of the Initial Owner for any loss, loss or liability or expense incurred by such Initial Owner arising (i) from any breach of warranty or representation or covenant of the Company made herein that materially and adversely affects the interests of the Initial Owner or (ii) reasons of willful misfeasance, bad faith or negligence of the Company in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. The Company and any director, officer, employee or agent of the Company shall be indemnified by the Owner and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Company in the performance of its duties hereunder and any loss, liability or expense incurred by reason of a breach by the Company of any representation, warranty or covenant made by it herein. In case any proceeding shall be instituted involving any indemnified party (each, an “Indemnified Party”) in respect of which indemnity may be sought pursuant to this Agreement, such Indemnified Party shall promptly notify the indemnifying party (the “Indemnifying Party”) in writing and the Indemnifying Party, upon written request of the Indemnified Party, shall retain legal counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party. The Indemnifying Party shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Parties shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for the Indemnified Party. Any firm retained pursuant to clause (ii) of the second preceding sentence shall be designated in writing by the Indemnified Party. The Indemnifying Party may, at its option, at any time upon written notice to the Indemnified Party, assume the defense of any proceeding and may designate counsel satisfactory to the Indemnified Party in connection therewith, provided that the counsel so designated would have no actual or potential conflict of interest in connection with such representation. Unless it shall assume the defense of any proceeding, the Indemnifying Party shall not be liable for any settlement of any proceeding, effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. If Indemnifying Party assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the Indemnified Party or, if such settlement provides for unconditional release of any Indemnified Party in connection with all matters and liability relating to the proceeding that have been asserted against the Indemnified Party in such proceeding by the other parties to such settlement, without the consent of the Indemnified Party. The provisions of this Section 5.01 shall survive termination of this Agreement. The Company shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Company may in its discretion undertake any such legal action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities payable or reimbursable by the Owner upon presentation of reasonable documentation with respect thereto.