Common use of Limitation on Liability of the Depositor, the Servicers, the Master Servicer and Others Clause in Contracts

Limitation on Liability of the Depositor, the Servicers, the Master Servicer and Others. None of the Depositor, the Servicers, the Securities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Servicers or the Master Servicer shall be under any liability to the Trust Fund or the 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, any Servicer, the Securities Administrator, the Master Servicer or any such person against any breach of warranties, representations or covenants made herein or against any specific liability imposed on any such Person pursuant hereto 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. The Depositor, each Servicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the related Servicer, the Securities Administrator and the Master 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. The Depositor, each Servicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the related Servicer, the Securities Administrator 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, the Servicing Agreements, the Certificates or any Credit Risk Management Agreement or any loss, liability or expense incurred (including, without limitation, the acts or omissions of an Interim Subservicer or the failure of an Interim Subservicer to perform in accordance with this Agreement; provided, however, that the Trust Fund shall have no obligation to indemnify the related Servicer for any such acts or omissions of the related Interim Subservicers unless and until such Servicer has first sought (employing commercially reasonable efforts) indemnification from such Interim Subservicer) other than 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. None of the Depositor, the Servicers, the Securities Administrator or the Master 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 this Agreement and, in its opinion, does not involve it in any expense or liability; provided, however, that each of the Depositor, each Servicer, the Securities Administrator and the Master Servicer may in its 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 Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom (except 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) shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the related Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor from the related Collection Account or the Distribution Account as and to the extent provided in Article III and Article IV of this Agreement, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Accounts and the Distribution Account. Notwithstanding anything to the contrary contained herein, the Servicers shall not be liable for any actions or inactions prior to the Cut-off Date of any prior servicer of the Mortgage Loans and the Master Servicer shall not be liable for any action or inaction of the Servicers, except to the extent expressly provided herein, or the Credit Risk Management Agreements.

Limitation on Liability of the Depositor, the Servicers, the Master Servicer and Others. None of the Depositor, the Servicers, the Securities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Servicers or the Master Servicer shall be under any liability to the Trust Fund or the 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, any Servicer, the Securities Administrator, the Master Servicer or any such person against any breach of warranties, representations or covenants made herein or against any specific liability imposed on any such Person pursuant hereto 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. The Depositor, each Servicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the related Servicer, the Securities Administrator and the Master 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. The Depositor, each Servicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the related Servicer, the Securities Administrator 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, the Servicing Agreements, the Certificates or any Credit Risk Management Agreement or any loss, liability or expense incurred (including, without limitation, the acts or omissions of an Interim Subservicer or the failure of an Interim Subservicer to perform in accordance with this Agreement; provided, however, that the Trust Fund shall have no obligation to indemnify the related Servicer for any such acts or omissions of the related Interim Subservicers unless and until such Servicer has first sought (employing commercially reasonable efforts) indemnification from such Interim Subservicer) other than 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. None of the Depositor, the Servicers, the Securities Administrator or the Master 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 this Agreement and, in its opinion, does not involve it in any expense or liability; provided, however, that each of the Depositor, each Servicer, the Securities Administrator and the Master Servicer may in its 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 Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom (except 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) shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the related Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor from the related Collection Account or the Distribution Account as and to the extent provided in Article III and Article IV of this AgreementIV, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Accounts and the Distribution Account. Notwithstanding anything to the contrary contained herein, the Servicers shall not be liable for any actions or inactions prior to the Cut-off Date of any prior servicer of the Mortgage Loans and the Master Servicer shall not be liable for any action or inaction of the Servicers, except to the extent expressly provided herein, or the Credit Risk Management AgreementsManager.

Limitation on Liability of the Depositor, the Servicers, the Master Servicer and Others. None of the Depositor, the Servicers, the Securities Administrator, the Master Servicer Servicer, the Certificate Insurer or any of the directors, officers, employees or agents of the Depositor, the Servicers or Servicers, the Master Servicer or the Certificate Insurer shall be under any liability to the Trust Fund or the 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, any Servicerthe Servicers, the Securities Administrator, the Master Servicer or any such person against any breach of warranties, representations or covenants made herein or against any specific liability imposed on any such Person pursuant hereto 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. The Depositor, each Servicerthe Servicers, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the related ServicerServicers, the Securities Administrator and or the Master 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. The Depositor, each Servicerthe Servicers, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the related ServicerServicers, the Securities Administrator 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, the Servicing Agreements, the Certificates or any Credit Risk Management Agreement or any loss, liability or expense incurred (including, without limitation, the acts or omissions of an Interim Subservicer or the failure of an Interim Subservicer to perform in accordance with this Agreement; provided, however, that the Trust Fund shall have no obligation to indemnify the related Servicer for any such acts or omissions of the related Interim Subservicers unless and until such Servicer has first sought (employing commercially reasonable efforts) indemnification from such Interim Subservicer) other than 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, up to the aggregate total amount as set forth below. None of the Depositor, the Servicers, the Securities Administrator or the Master 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 this Agreement and, in its opinion, does not involve it in any expense or liability; provided, however, that each of the Depositor, each Servicer, the Securities Administrator and the Master Servicer may in its 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 Certificateholders and the Certificate Insurer hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom (except 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) shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the related Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor from the related Collection Account or the Distribution Account as and to the extent provided in Article III and Article IV of this AgreementIV, up to the total amount as set forth below, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the related Collection Accounts Account and the Distribution Account. The cumulative aggregate amount to be distributed to (i) the Master Servicer, the Securities Administrator and the Custodian pursuant to Section 3.09(b)(ii) shall not exceed $200,000 per annum and (ii) the Trustee, the Credit Risk Manager and the Servicers pursuant to Section 3.09(a)(vii) or 3.09(b)(ii), as applicable, shall not exceed $300,000 per annum; provided, however, that if the indemnification expenses in any given year exceed $200,000 with respect to (i) and/or the indemnification expenses in any given year exceed $300,000 with respect to (ii), such excess amount or amounts shall be carried forward to the following year and any subsequent year(s) thereafter until the indemnified party or parties are reimbursed in full. Notwithstanding anything to the contrary contained herein, the Servicers shall not be liable for any actions or inactions prior to the Cut-off Date of any prior servicer of the related Mortgage Loans and the Master Servicer shall not be liable for any action or inaction of the Servicers, except to the extent expressly provided herein, or the Credit Risk Management AgreementsAgreement.

Limitation on Liability of the Depositor, the Servicers, the Master Servicer and Others. None of the Depositor, the Servicers, the Securities Administrator, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Servicers Servicer or the Master Servicer shall be under any liability to the Trust Fund or the 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, any a Servicer, the Securities Administrator, the Master Servicer or any such person against any breach of warranties, representations or covenants made herein or against any specific liability imposed on any such Person pursuant hereto or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence, with respect to GMAC or gross negligence with respect to each party other than GMAC, in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, each Servicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the related each Servicer, the Securities Administrator and the Master 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. The Depositor, each Servicer, the Securities Administrator, the Master Servicer and any director, officer, employee or agent of the Depositor, the related each Servicer, the Securities Administrator 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, the Servicing Agreements, the Certificates or any Credit Risk Management Agreement or any loss, liability or expense incurred (including, without limitation, the acts or omissions of an Interim Subservicer or the failure of an Interim Subservicer to perform in accordance with this Agreement; provided, however, that the Trust Fund shall have no obligation to indemnify the related Servicer for any such acts or omissions of the related Interim Subservicers unless and until such Servicer has first sought (employing commercially reasonable efforts) indemnification from such Interim Subservicer) other than 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. None of the Depositor, the Servicersany Servicer, the Securities Administrator or the Master 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 this Agreement and, in its opinion, does not involve it in any expense or liability; provided, however, that each of the Depositor, each Servicer, the Securities Administrator and the Master Servicer may in its 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 Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom (except 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) shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the related Servicer, the Securities Administrator and the Master Servicer shall be entitled to be reimbursed therefor from the related Collection Account or the Distribution Account as and to the extent provided in Article III and Article IV of this AgreementIV, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the related Collection Accounts Account and the Distribution Account. Notwithstanding anything to the contrary contained herein, the Servicers no Servicer shall not be liable for any actions or inactions prior to the Cut-off Date of any prior servicer of the related Mortgage Loans and the Master Servicer shall not be liable for any action or inaction of the Servicersany Servicer, except to the extent expressly provided herein, or the Credit Risk Management AgreementsAgreement.