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

Limitation on Liability of OMI, the Servicer and Others. Neither OMI, the Servicer nor any of the directors, officers, employees or agents of any of OMI or the Servicer shall be under any liability to the Trust or the Certificateholders and all such Persons shall be held harmless for any action taken or for refraining from the taking of any action in good faith pursuant to the Pooling and Servicing Agreement, or for errors in judgment; provided, however, that this provision shall not protect any such Person against any breach of warranties or representations made herein or 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. OMI, the Servicer and any of the directors, officers, employees or agents of either OMI or the Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. Neither OMI nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under the Pooling and Servicing Agreement and such action in its opinion does not involve it in any expense or liability, except as provided in Section 10.01(b) hereof; provided, however, that OMI or the Servicer may each in its discretion undertake any such action that it deems necessary or desirable with respect to the Pooling and Servicing Agreement and the rights and duties of the parties thereto and the interests of the Certificateholders thereunder if the Certificateholders offer to OMI or the Servicer, as the case may be, reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby.

Limitation on Liability of OMI, the Servicer and Others. Neither OMI, the Servicer nor any of the directors, officers, employees or agents of any of OMI or the Servicer shall be under any liability to the Trust or the Certificateholders and all such Persons shall be held harmless for any action taken or for refraining from the taking of any action in good faith pursuant to the Pooling and Servicing Agreement, or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect any such Person against any breach of warranties or representations made herein or 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. OMI, the Servicer and any of the directors, officers, employees or agents of either OMI or the Servicer may rely in good faith on any document of any kind which, prima faciePRIMA FACIE, is properly executed and submitted by any Person respecting any matters arising hereunder. Neither OMI nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under the Pooling and Servicing Agreement and such action in its opinion does not involve it in any expense or liability, except as provided in Section 10.01(b) hereof; providedPROVIDED, howeverHOWEVER, that OMI or the Servicer may each in its discretion undertake any such action that it deems necessary or desirable with respect to the Pooling and Servicing Agreement and the rights and duties of the parties thereto and the interests of the Certificateholders thereunder if the Certificateholders offer to OMI or the Servicer, as the case may be, reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby.