Common use of Limitation on Liability of the Depositor and the Servicer Clause in Contracts

Limitation on Liability of the Depositor and the Servicer. (a) Neither the Depositor, the Servicer nor any of the directors, members, officers, employees or agents of the Depositor or the Servicer shall be under any liability to [the Note Insurer,] the Issuer or the Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Servicer against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or against any specific liability imposed on the Servicer or the Depositor pursuant to any other Section hereof; and provided further that this provision shall not protect the Depositor, the Servicer or any such person, against 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 Depositor, the Servicer and any director, member, officer, employee or agent of the Depositor or the Servicer 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. The Depositor, the Servicer and any director, member, officer, employee or agent of the Depositor or the Servicer shall be indemnified and held harmless by the Trust against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Securities, other than any loss, liability or expense related to Servicer's failure to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement, or any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder; provided, however, that such indemnity shall be payable solely as provided in Section 6.05(b)(i). Neither the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor or the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Securityholders hereunder. In the event the Depositor or the Servicer take any action as described in the preceding sentence, the legal expenses and costs of such action[, if previously approved in writing by the Note Insurer, which approval shall not be unreasonably withheld,] and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer, and the Servicer or the Depositor, as the case may be, will be entitled to be reimbursed therefor as provided in Section 6.05(b)(i).

Limitation on Liability of the Depositor and the Servicer. (a) Neither None of the Depositor, the Servicer nor or any director, manager, member, officer, employee, shareholder or agent of any of the directors, members, officers, employees or agents of the Depositor or the Servicer foregoing shall be under any liability to [the Note Insurer,] Trust, the Issuer Trustee or the Securityholders Certificateholders for any action taken taken, or for refraining from the taking of any action not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Servicer against liability to the Trustee, the Trust or the Certificateholders for any breach of warranties a representation, warranty or representations covenant made herein, or failure against any expense or liability specifically required to perform its obligations in compliance with any standard be borne thereby without right of care set forth in this Agreementreimbursement pursuant to the terms hereof, or against any specific liability imposed on the Servicer or the Depositor pursuant to any other Section hereof; and provided further that this provision shall not protect the Depositor, the Servicer or any such person, against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder, or by reason of reckless negligent disregard of such obligations and duties hereunderduties. The Depositor, the Servicer and any director, officer, manager, member, officeremployee, employee shareholder or agent of any of the Depositor or the Servicer foregoing may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person other party hereto respecting any matters arising hereunder. The Depositor, the Servicer and any director, officer, manager, member, officeremployee, employee shareholder or agent of any of the Depositor or the Servicer foregoing shall be indemnified and held harmless by the Trust against any loss, liability liability, cost or expense incurred in connection with any legal action relating to this Agreement Agreement, the Certificates or any asset of the SecuritiesTrust, other than any such loss, liability, cost or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or otherwise incidental to the performance of obligations and duties under this Agreement, including, in the case of the Servicer, the prosecution of an enforcement action in respect of the Mortgage Loan (except as any such loss, liability or expense related will be otherwise reimbursable pursuant to Servicer's failure to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement); (ii) that constitutes an Advance and is otherwise reimbursable pursuant to this Agreement (provided that this clause (ii) is not intended to limit the Servicer’s right of recovery of liabilities and expenses incurred as a result of being the defendant, or participating in a proceeding to which another indemnified party under this Section 6.03 is a defendant, in legal action relating to this Agreement); or (iii) that was incurred in connection with claims against such party resulting from (A) any lossbreach of a representation, liability warranty or expense incurred covenant made herein by reason of such party, or (B) willful misfeasance, bad faith or negligence in the performance of of, or negligent disregard of, obligations or duties hereunder by such party or by reason violation of reckless disregard of obligations and duties hereunder; provided, however, that such indemnity shall be payable solely as provided in Section 6.05(b)(i)applicable law. Neither the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which unless such action is not incidental related to its respective duties under this Agreement and which and, except in the case of a legal action contemplated by Section 3.22, in its opinion may does not involve it in any ultimate expense or liability; provided, however, that the Depositor or the Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable with respect to this Agreement and the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Securityholders Certificateholders hereunder. In the event the Depositor or the Servicer take any action as described in the preceding sentencesuch event, the legal expenses and costs of such action[, if previously approved in writing by the Note Insurer, which approval shall not be unreasonably withheld,] and any liability resulting therefrom will therefrom, shall be expenses, costs and liabilities of the IssuerTrust, and the Servicer or the Depositor, as the case may be, will each shall be entitled to the direct payment of such expenses or to be reimbursed therefor from the Collection Account as provided in Section 6.05(b)(i3.05(a). The Servicer may consult with counsel, and any written advice or Opinion of Counsel, provided that such counsel is selected in accordance with the standard of care set forth in this Section 6.03 shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. This Section 6.03 shall survive the termination of this Agreement or the termination or resignation of the Servicer as regards rights and obligations prior to such termination or resignation.

Limitation on Liability of the Depositor and the Servicer. (a) Neither None of the Depositor, the Servicer nor or any director, manager, member, officer, employee, shareholder or agent of any of the directors, members, officers, employees or agents of the Depositor or the Servicer foregoing shall be under any liability to [the Note Insurer,] Trust, the Issuer Trustee or the Securityholders for any action taken taken, or for refraining from the taking of any action not taken, in good faith pursuant to this Agreement, or for errors in judgmentjudgment or for the execution and delivery of any amendment to any Mortgage if directed to do so in accordance with Section 3.01(b); provided, however, that (other than the provision regarding execution of any amendment to any Mortgage if directed to do so, in which case this proviso shall not apply) this provision shall not protect the Depositor or the Servicer against liability to the Trustee, the Trust or the Securityholders for any breach of warranties a representation, warranty or representations covenant made herein, or failure against any expense or liability specifically required to perform its obligations in compliance with any standard be borne thereby without right of care set forth in this Agreementreimbursement pursuant to the terms hereof, or against any specific liability imposed on the Servicer or the Depositor pursuant to any other Section hereof; and provided further that this provision shall not protect the Depositor, the Servicer or any such person, against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder, or by reason of reckless negligent disregard of such obligations and duties hereunderduties. The Depositor, the Servicer and any director, officer, manager, member, officeremployee, employee shareholder or agent of any of the Depositor or the Servicer foregoing may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person other party hereto respecting any matters arising hereunder. The Depositor, the Servicer and any director, officer, manager, member, officeremployee, employee shareholder or agent of any of the Depositor or the Servicer foregoing shall be indemnified and held harmless by the Trust against any loss, liability liability, cost or expense incurred in connection with any legal action relating to this Agreement Agreement, the Securities or any asset of the SecuritiesTrust, other than any such loss, liability, cost or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or otherwise incidental to the performance of obligations and duties under this Agreement, including, in the case of the Servicer, the prosecution of an enforcement action in respect of the Mortgage Loan (except as any such loss, liability or expense related will be otherwise reimbursable pursuant to Servicer's failure to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement); (ii) that constitutes an Advance and is otherwise reimbursable pursuant to this Agreement (provided that this clause (ii) is not intended to limit the Servicer’s right of recovery of liabilities and expenses incurred as a result of being the defendant, or participating in a proceeding to which another indemnified party under this Section 6.03 is a defendant, in legal action relating to this Agreement); or (iii) that was incurred in connection with claims against such party resulting from (A) any lossbreach of a representation, liability warranty or expense incurred covenant made herein by reason of such party, or (B) willful misfeasance, bad faith or negligence in the performance of of, or negligent disregard of, obligations or duties hereunder by such party or by reason violation of reckless disregard of obligations and duties hereunder; provided, however, that such indemnity shall be payable solely as provided in Section 6.05(b)(i)applicable law. Neither the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which unless such action is not incidental related to its respective duties under this Agreement and which and, except in the case of a legal action contemplated by Section 3.22, in its opinion may does not involve it in any ultimate expense or liability; provided, however, that the Depositor or the Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable with respect to this Agreement and the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Securityholders hereunder. In the event the Depositor or the Servicer take any action as described in the preceding sentencesuch event, the legal expenses and costs of such action[, if previously approved in writing by the Note Insurer, which approval shall not be unreasonably withheld,] and any liability resulting therefrom will therefrom, shall be expenses, costs and liabilities of the IssuerTrust, and the Servicer or the Depositor, as the case may be, will each shall be entitled to the direct payment of such expenses or to be reimbursed therefor from the Collection Account as provided in Section 6.05(b)(i3.05(a). The Servicer may consult with counsel, and any written advice or Opinion of Counsel, provided that such counsel is selected in accordance with the standard of care set forth in this Section 6.03 shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. This Section 6.03 shall survive the termination of this Agreement or the termination or resignation of the Servicer as regards rights and obligations prior to such termination or resignation.

Limitation on Liability of the Depositor and the Servicer. (a) Neither the Depositor, the Servicer nor any of the directors, members, officers, employees or agents of the Depositor or the Servicer shall be under any liability to [the Note Certificate Insurer,] the Issuer Trust Fund or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Servicer against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or against any specific liability imposed on the Servicer or the Depositor pursuant to any other Section hereof; and provided further that this provision shall not protect the Depositor, the Servicer or any such person, against 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 Depositor, the Servicer and any director, member, officer, employee or agent of the Depositor or the Servicer 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. The Depositor, the Servicer and any director, officer, member, officer, employee or agent of the Depositor or the Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the SecuritiesCertificates, other than any loss, liability or expense related to the Servicer's failure servicing obligations with respect to perform its duties and service the any specific Mortgage Loan or Mortgage Loans in compliance with (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or related to the terms of Servicer's obligations under this Agreement, or any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder; provided, however, that such indemnity shall be payable solely as provided in Section 6.05(b)(i). Neither the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Depositor or the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Securityholders Certificateholders hereunder. In the event the Depositor or the Servicer take any action as described in the preceding sentence, the legal expenses and costs of such actionaction [, if previously approved in writing by the Note Certificate Insurer, which approval shall not be unreasonably withheld,] and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerTrust Fund, and the Servicer or the Depositor, as the case may be, will be entitled to be reimbursed therefor as provided in Section 6.05(b)(i)5.04.

Limitation on Liability of the Depositor and the Servicer. (a) Neither None of the Depositor, the Servicer nor or any director, manager, member, officer, employee, shareholder or agent of any of the directors, members, officers, employees or agents of the Depositor or the Servicer foregoing shall be under any liability to [the Note Insurer,] Trust, the Issuer Trustee or the Securityholders for any action taken taken, or for refraining from the taking of any action not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Servicer against liability to the Trustee, the Trust or the Securityholders for any breach of warranties a representation, warranty or representations covenant made herein, or failure against any expense or liability specifically required to perform its obligations in compliance with any standard be borne thereby without right of care set forth in this Agreementreimbursement pursuant to the terms hereof, or against any specific liability imposed on the Servicer or the Depositor pursuant to any other Section hereof; and provided further that this provision shall not protect the Depositor, the Servicer or any such person, against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder, or by reason of reckless negligent disregard of such obligations and duties hereunderduties. The Depositor, the Servicer and any director, officer, manager, member, officeremployee, employee shareholder or agent of any of the Depositor or the Servicer foregoing may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person other party hereto respecting any matters arising hereunder. The Depositor, the Servicer and any director, officer, manager, member, officeremployee, employee shareholder or agent of any of the Depositor or the Servicer foregoing shall be indemnified and held harmless by the Trust against any loss, liability liability, cost or expense incurred in connection with any legal action relating to this Agreement Agreement, the Securities or any asset of the SecuritiesTrust, other than any such loss, liability, cost or expense: (i) specifically required to be borne thereby pursuant to the terms hereof or otherwise incidental to the performance of obligations and duties under this Agreement, including, in the case of the Servicer, the prosecution of an enforcement action in respect of the Mortgage Loan (except as any such loss, liability or expense related will be otherwise reimbursable pursuant to Servicer's failure to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement); (ii) that constitutes an Advance and is otherwise reimbursable pursuant to this Agreement (provided that this clause (ii) is not intended to limit the Servicer’s right of recovery of liabilities and expenses incurred as a result of being the defendant, or participating in a proceeding to which another indemnified party under this Section 6.03 is a defendant, in legal action relating to this Agreement); or (iii) that was incurred in connection with claims against such party resulting from (A) any lossbreach of a representation, liability warranty or expense incurred covenant made herein by reason of such party, or (B) willful misfeasance, bad faith or negligence in the performance of of, or negligent disregard of, obligations or duties hereunder by such party or by reason violation of reckless disregard of obligations and duties hereunder; provided, however, that such indemnity shall be payable solely as provided in Section 6.05(b)(i)applicable law. Neither the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which unless such action is not incidental related to its respective duties under this Agreement and which and, except in the case of a legal action contemplated by Section 3.22, in its opinion may does not involve it in any ultimate expense or liability; provided, however, that the Depositor or the Servicer may in its sole discretion undertake any such action which it may reasonably deem necessary or desirable with respect to this Agreement and the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Securityholders hereunder. In the event the Depositor or the Servicer take any action as described in the preceding sentencesuch event, the legal expenses and costs of such action[, if previously approved in writing by the Note Insurer, which approval shall not be unreasonably withheld,] and any liability resulting therefrom will therefrom, shall be expenses, costs and liabilities of the IssuerTrust, and the Servicer or the Depositor, as the case may be, will each shall be entitled to the direct payment of such expenses or to be reimbursed therefor from the Collection Account as provided in Section 6.05(b)(i3.05(a). The Servicer may consult with counsel, and any written advice or Opinion of Counsel, provided that such counsel is selected in accordance with the standard of care set forth in this Section 6.03 shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel. This Section 6.03 shall survive the termination of this Agreement or the termination or resignation of the Servicer as regards rights and obligations prior to such termination or resignation.

Limitation on Liability of the Depositor and the Servicer. (a) Neither the Depositor, the Servicer nor any of the directors, members, officers, employees or agents of the Depositor or the Servicer shall be under any liability to [the Note Certificate Insurer,] , the Issuer Trust Fund or the Securityholders Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Servicer (but this provision shall protect the above described persons) against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or against any specific liability imposed on the Servicer or the Depositor pursuant to any other Section hereof; and provided further that this provision shall not protect the Depositor, the Servicer or any such person, against 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 Depositor, the Servicer and any director, member, officer, employee or agent of the Depositor or the Servicer 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. The Depositor, the Servicer and any director, member, officer, employee or agent of the Depositor or the Master Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the SecuritiesCertificates, other than any loss, liability or expense related to Servicer's failure servicing obligations with respect to perform its duties and service the any specific Mortgage Loan or Mortgage Loans in compliance with (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or related to the terms of Servicer's obligations under this Agreement, or 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; provided, however, that such indemnity shall be payable solely as provided in Section 6.05(b)(i). Neither the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor or the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Securityholders Certificateholders hereunder. In the event the Depositor or the Servicer take any action as described in the preceding sentence, the legal expenses and costs of such action[, if previously approved in writing by the Note Certificate Insurer, which approval shall not be unreasonably withheld,] , and any liability resulting therefrom will be expenses, costs and liabilities of the IssuerTrust Fund, and the Servicer or the Depositor, as the case may be, will be entitled to be reimbursed therefor as provided out of funds in Section 6.05(b)(i)the Collection Account.

Limitation on Liability of the Depositor and the Servicer. (a) Neither the Depositor, the Servicer nor any of the directors, members, officers, employees or agents of the Depositor or the Servicer shall be under any liability to [the Note Insurer,] , the Issuer or the Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Servicer against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or against any specific liability imposed on the Servicer or the Depositor pursuant to any other Section hereof; and provided further that this provision shall not protect the Depositor, the Servicer or any such person, against 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 Depositor, the Servicer and any director, member, officer, employee or agent of the Depositor or the Servicer 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. The Depositor, the Servicer and any director, member, officer, employee or agent of the Depositor or the Servicer shall be indemnified and held harmless by the Trust against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Securities, other than any loss, liability or expense related to Servicer's failure to perform its duties and service the Mortgage Home Loans in compliance with the terms of this Agreement, or any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder; provided, however, that such indemnity shall be payable solely as provided in Section 6.05(b)(i). Neither the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor or the Servicer may in its sole discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Securityholders hereunder. In the event the Depositor or the Servicer take any action as described in the preceding sentence, the legal expenses and costs of such action[, if previously approved in writing by the Note Insurer, which approval shall not be unreasonably withheld,] , and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer, and the Servicer or the Depositor, as the case may be, will be entitled to be reimbursed therefor as provided in Section 6.05(b)(i).