Common use of LIMITATION ON LIABILITY OF THE ORIGINATOR AND THE SELLER Clause in Contracts

LIMITATION ON LIABILITY OF THE ORIGINATOR AND THE SELLER. The Originator and the Seller shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Originator or Seller, as the case may be, herein. Neither the Originator, the Seller nor any of the directors or officers or employees or agents of the Originator or the Seller shall be under any liability to the Trust or the Noteholders for any action taken or for refraining from the taking of any action by the Seller or the Originator in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Originator or the Seller or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in the performance of duties of the Originator or the Seller or by reason of its reckless disregard of its obligations and duties of the Originator or the Seller hereunder. The Originator or the Seller and any director or officer or employee or agent of the Originator or the Seller 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 Originator or the Seller and any director or officer or employee or agent of any such party shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Notes, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder. The Originator or the Seller shall be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties hereunder and that in its opinion, may involve it in any expense or liability; provided, however, that the Seller and the Originator may undertake any such action which it may deem necessary or desirable in respect of this Agreement, and the rights and duties of the parties hereto and the interests of the Noteholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust.

LIMITATION ON LIABILITY OF THE ORIGINATOR AND THE SELLER. The Originator and the Seller shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Originator or Seller, as the case may be, herein. Neither the Originator, the Seller nor any of the directors or officers or employees or agents of the Originator or the Seller shall be under any liability to the Trust or the Noteholders for any action taken or for refraining from the taking of any action by the Seller or the Originator in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Originator or the Seller or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in the performance of duties of the Originator or the Seller or by reason of its reckless disregard of its obligations and duties of the Originator or the Seller hereunder. The Originator or the Seller and any director or officer or employee or agent of the Originator or the Seller may rely in good faith on any document of any kind PRIMA FACIE prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Originator or the Seller and any director or officer or employee or agent of any such party shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Notes, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder. The Originator or the Seller shall be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties hereunder and that in its opinion, may involve it in any expense or liability; provided, however, that the Seller and the Originator may undertake any such action which it may deem necessary or desirable in respect of this Agreement, and the rights and duties of the parties hereto and the interests of the Noteholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust.