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

Limitation on Liability of the RMBS Servicer and Others. The RMBS Servicer shall immediately notify the RMBS Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered in respect of such claim. The RMBS Servicer agrees that it will not enter into the settlement of any such claim if such settlement would materially and adversely affect the interests of the Noteholders. The RMBS Servicer shall be entitled to reimbursement of any such costs and expenses from funds in the Protected Account, unless such claim relates to a matter for which the Servicer is required to indemnify the Issuer, the Indenture Trustee or the RMBS Master Servicer pursuant to Section 5.06. Neither the RMBS Servicer nor any of the directors or officers or employees or agents of the RMBS Servicer shall be under any liability to the RMBS Master Servicer, the Issuer and the Indenture Trustee for any action taken or for refraining from the taking of any action in good faith pursuant to this RMBS Servicing Agreement, PROVIDED, HOWEVER, that this provision shall not protect the RMBS Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The RMBS Servicer and any director or officer or employee or agent of the RMBS 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 RMBS Servicer's right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the RMBS Servicer pursuant to Sections 5.04 or 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the RMBS Servicer and Others. The RMBS Servicer shall immediately notify the RMBS Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered in respect of such claim. The RMBS Servicer agrees that it will not enter into the settlement of any such claim if such settlement would materially and adversely affect the interests of the Noteholders. The RMBS Servicer shall be entitled to reimbursement of any such costs and expenses from funds in the Protected Account, unless such claim relates to a matter for which the Servicer is required to indemnify the Issuer, the Indenture Trustee or the RMBS Master Servicer pursuant to Section 5.06. Neither the RMBS Servicer nor any of the directors or officers or employees or agents of the RMBS Servicer shall be under any liability to the RMBS Master Servicer, the Issuer and the Indenture Trustee for any action taken or for refraining from the taking of any action in good faith pursuant to this RMBS Servicing Agreement, PROVIDEDprovided, HOWEVERhowever, that this provision shall not protect the RMBS Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The RMBS Servicer and any director or officer or employee or agent of the RMBS Servicer 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 RMBS Servicer's ’s right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the RMBS Servicer pursuant to Sections 5.04 or 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the RMBS Servicer and Others. The RMBS Servicer shall immediately notify the RMBS Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered in respect of such claim. The RMBS Servicer agrees that it will not enter into the settlement of any such claim if such settlement would materially and adversely affect the interests of the Noteholders. The RMBS Servicer shall be entitled to reimbursement of any such costs and expenses from funds in the Protected Account, unless such claim relates to a matter for which the RMBS Servicer is required to indemnify the IssuerIssuing Entity, the Indenture Trustee, the Owner Trustee or the RMBS Master Servicer pursuant to Section 5.06. Neither the RMBS Servicer nor any of the directors or officers or employees or agents of the RMBS Servicer shall be under any liability to the RMBS Master Servicer, the Issuer Owner Trustee, the Issuing Entity and the Indenture Trustee for any action taken or for refraining from the taking of any action in good faith pursuant to this RMBS Servicing Agreement, PROVIDEDprovided, HOWEVERhowever, that this provision shall not protect the RMBS Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The RMBS Servicer and any director or officer or employee or agent of the RMBS Servicer 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 RMBS Servicer's ’s right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the RMBS Servicer pursuant to Sections 5.04 or 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Limitation on Liability of the RMBS Servicer and Others. The RMBS Servicer shall immediately notify the RMBS Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered in respect of such claim. The RMBS Servicer agrees that it will not enter into the settlement of any such claim if such settlement would materially and adversely affect the interests of the Noteholders. The RMBS Servicer shall be entitled to reimbursement of any such costs and expenses from funds in the Protected Account, unless such claim relates to a matter for which the RMBS Servicer is required to indemnify the Issuer, the Indenture Trustee, the Owner Trustee or the RMBS Master Servicer pursuant to Section 5.06. Neither the RMBS Servicer nor any of the directors or officers or employees or agents of the RMBS Servicer shall be under any liability to the RMBS Master Servicer, the Owner Trustee, the Issuer and the Indenture Trustee for any action taken or for refraining from the taking of any action in good faith pursuant to this RMBS Servicing Agreement, PROVIDEDprovided, HOWEVERhowever, that this provision shall not protect the RMBS Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The RMBS Servicer and any director or officer or employee or agent of the RMBS Servicer 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 RMBS Servicer's ’s right to indemnity or reimbursement pursuant to this Section 5.03 shall survive any resignation or termination of the RMBS Servicer pursuant to Sections 5.04 or 6.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).