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

Limitation on Liability of the Seller, the Depositor, the Servicer and Others. None of the Depositor, the Seller, the Servicer nor any of the directors or officers or employees or agents of the Depositor, the Seller or the Servicer shall be under any liability to the Trust or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller or the Servicer 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 Depositor, the Seller or the Servicer or by reason of its reckless disregard of its obligations and duties of the Depositor, the Seller or the Servicer hereunder. The Depositor, the Seller or the Servicer and any director or officer or employee or agent of the Depositor, the Seller 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 Seller or the Servicer and any director or officer or employee or agent of the Servicer 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 Certificates, 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 or results from a breach of representation by the Depositor, the Seller or the Servicer) 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 Depositor, the Seller or the Servicer 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 Servicer 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 Certificateholders 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. The Servicer’s right to indemnity or reimbursement pursuant to this Section 7.03 shall survive any resignation or termination of the Servicer pursuant to Section 7.04 or 8.01 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 Seller, the Depositor, the Servicer and Others. None of the DepositorSeller, the Seller, Depositor or the Servicer nor any of the directors or officers or employees or agents of the DepositorSeller, the Seller Depositor or the Servicer shall be under any liability to the Trust Trust, the Noteholders or the Certificateholders for any action taken or for refraining from the taking of any action by the Seller, the Depositor or the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the DepositorSeller, the Seller Depositor or the Servicer 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 DepositorSeller, the Seller Depositor or the Servicer or by reason of its reckless disregard of its obligations and duties of the DepositorSeller, the Seller Depositor or the Servicer hereunder; provided, further, that this provision shall not be construed to entitle the Seller, the Depositor or the Servicer to indemnity in the event that amounts advanced by the Seller, the Depositor or the Servicer to retire any senior lien exceed Net Recoveries realized with respect to the related Mortgage Loan. The DepositorSeller, the Seller Depositor or the Servicer and any director or officer or employee or agent of the DepositorSeller, the Seller 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 DepositorSeller, the Seller Depositor or the Servicer and any director or officer or employee or agent of the Seller, the Depositor or the Servicer 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 or the Certificates, 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 or results from a breach of representation by the Depositor, the Seller or the ServicerAgreement) 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; and such amounts shall be payable only pursuant to Section 5.01. The DepositorNone of the Seller, the Seller Depositor or the Servicer shall be under no any obligation to appear in, prosecute or defend any legal action that is not incidental to its their respective duties hereunder and that which in its opinion, opinion may involve it in any expense or liability; provided, however, that the Seller, the Depositor or the Servicer may with the consent of the Insurer (which consent shall not be unreasonably withheld) 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 Certificateholders Class A 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 TrustTrust and the Servicer shall be entitled to be reimbursed therefor only pursuant to Section 5.01. The Servicer’s right to indemnity or reimbursement pursuant to this Section 7.03 6.03 shall survive any resignation or termination of the Servicer pursuant to Section 7.04 6.04 or 8.01 7.01 below 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 Seller, the Depositor, the Servicer and Others. None of the DepositorSeller, the Seller, Depositor or the Servicer nor any of the directors or officers or employees or agents of the DepositorSeller, the Seller Depositor or the Servicer shall be under any liability to the Trust Trust, the Noteholders or the Certificateholders for any action taken or for refraining from the taking of any action by the Seller, the Depositor or the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the DepositorSeller, the Seller Depositor or the Servicer 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 DepositorSeller, the Seller Depositor or the Servicer or by reason of its reckless disregard of its obligations and duties of the DepositorSeller, the Seller Depositor or the Servicer hereunder; provided, further, that this provision shall not be construed to entitle the Seller, the Depositor or the Servicer to indemnity in the event that amounts advanced by the Seller, the Depositor or the Servicer to retire any senior lien exceeding Net Recoveries realized with respect to the related Mortgage Loan. The DepositorSeller, the Seller Depositor or the Servicer and any director or officer or employee or agent of the DepositorSeller, the Seller 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 DepositorSeller, the Seller Depositor or the Servicer and any director or officer or employee or agent of the Seller, the Depositor or the Servicer 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 or the Certificates, 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 or results from a breach of representation by the Depositor, the Seller or the ServicerAgreement) 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; and such amounts shall be payable only pursuant to Section 5.01. The DepositorNone of the Seller, the Seller Depositor or the Servicer shall be under no any obligation to appear in, prosecute or defend any legal action that is not incidental to its their respective duties hereunder and that which in its opinion, opinion may involve it in any expense or liability; provided, however, that the Seller, the Depositor or the Servicer may with the consent of the Insurer (which consent shall not be unreasonably withheld) 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 Certificateholders 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 TrustTrust and the Servicer shall be entitled to be reimbursed therefor only pursuant to Section 5.01. The Servicer’s right to indemnity or reimbursement pursuant to this Section 7.03 6.03 shall survive any resignation or termination of the Servicer pursuant to Section 7.04 6.04 or 8.01 7.01 below 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 Seller, the Depositor, the Servicer and Others. None of the DepositorSeller, the Seller, Depositor or the Servicer nor any of the directors or officers or employees or agents of the DepositorSeller, the Seller Depositor or the Servicer shall be under any liability to the Trust Trust, the Noteholders or the Certificateholders for any action taken or for refraining from the taking of any action by the Seller, the Depositor or the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the DepositorSeller, the Seller Depositor or the Servicer 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 DepositorSeller, the Seller Depositor or the Servicer or by reason of its reckless disregard of its obligations and duties of the DepositorSeller, the Seller Depositor or the Servicer hereunder; provided, further, that this provision shall not be construed to entitle the Seller, the Depositor or the Servicer to indemnity in the event that amounts advanced by the Seller, the Depositor or the Servicer to retire any senior lien exceeding Net Recoveries realized with respect to the related Mortgage Loan. The DepositorSeller, the Seller Depositor or the Servicer and any director or officer or employee or agent of the DepositorSeller, the Seller 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 DepositorSeller, the Seller Depositor or the Servicer and any director or officer or employee or agent of the Seller, the Depositor or the Servicer 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 or the Certificates, 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 or results from a breach of representation by the Depositor, the Seller or the ServicerAgreement) 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; and such amounts shall be payable only pursuant to Section 5.01. The DepositorNone of the Seller, the Seller Depositor or the Servicer shall be under no any obligation to appear in, prosecute or defend any legal action that is not incidental to its their respective duties hereunder and that which in its opinion, opinion may involve it in any expense or liability; provided, however, that the Seller, the Depositor or the Servicer may with the consent of the Insurer (which consent shall not be unreasonably withheld) 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 Certificateholders 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 TrustTrust and the Servicer shall be entitled to be reimbursed therefor only pursuant to Section 5.01. The Servicer’s right to indemnity or reimbursement pursuant to this Section 7.03 6.03 shall survive any resignation or termination of the Servicer pursuant to Section 7.04 6.04 or 8.01 7.01 below with respect to any losses, 84 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 Seller, the Depositor, the Servicer and Others. None of the DepositorSeller, the Seller, Depositor or the Servicer nor any of the directors or officers or employees or agents of the DepositorSeller, the Seller Depositor or the Servicer shall be under any liability to the Trust or the Certificateholders Class A Noteholders for any action taken or for refraining from the taking of any action by the Seller, the Depositor or the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the DepositorSeller, the Seller Depositor or the 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 duties of the DepositorSeller, the Seller Depositor or the Servicer or by reason of its reckless disregard of its obligations and duties of the DepositorSeller, the Seller Depositor or the Servicer hereunder; provided, further, that this provision shall not be construed to entitle the Seller, the Depositor or the Servicer to indemnity in the event that amounts advanced by the Seller, the Depositor or the Servicer to retire any senior lien exceed Net Recoveries realized with respect to the related Mortgage Loan. The DepositorSeller, the Seller Depositor or the Servicer and any director or officer or employee or agent of the DepositorSeller, the Seller 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 DepositorSeller, the Seller Depositor or the Servicer and any director or officer or employee or agent of the Seller, the Depositor or the Servicer 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 CertificatesClass A 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 or results from a breach of representation by the Depositor, the Seller or the ServicerAgreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder; and such amounts shall be payable only pursuant to Section 5.01(a)I(xii). The DepositorNone of the Seller, the Seller Depositor or the Servicer shall be under no any obligation to appear in, prosecute or defend any legal action that is not incidental to its their respective duties hereunder and that which in its opinion, opinion may involve it in any expense or liability; provided, however, that the Seller, the Depositor or the Servicer may with the consent of the Insurer (which consent shall not be unreasonably withheld) 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 Certificateholders Class A 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 TrustTrust and the Servicer shall be entitled to be reimbursed therefor only pursuant to Section 5.01(a)I(xii). The Servicer’s right to indemnity or reimbursement pursuant to this Section 7.03 6.03 shall survive any resignation or termination of the Servicer pursuant to Section 7.04 6.04 or 8.01 7.01 below 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 Seller, the Depositor, the Servicer and Others. None of the Depositor, the Seller, the Servicer nor any of the directors or officers or employees or agents of the Depositor, the Seller or the Servicer shall be under any liability to the Trust or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller or the Servicer 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 Depositor, the Seller or the Servicer or by reason of its reckless disregard of its obligations and duties of the Depositor, the Seller or the Servicer hereunder. The Depositor, the Seller or the Servicer and any director or officer or employee or agent of the Depositor, the Seller 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 Seller or the Servicer and any director or officer or employee or agent of the Servicer 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 Certificates, 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 or results from a breach of representation by the Depositor, the Seller or the Servicer) 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 Depositor, the Seller or the Servicer 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 Servicer 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 Certificateholders 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. The Servicer’s 's right to indemnity or reimbursement pursuant to this Section 7.03 shall survive any resignation or termination of the Servicer pursuant to Section 7.04 or 8.01 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 Seller, the Depositor, the Servicer and Others. None of the Depositor, the SellerServicer, the Servicer Seller nor any of the directors or officers or directors, officers, employees or agents of the Depositor, the Seller Servicer or the Servicer Seller shall be under any liability to the Trust or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer or the Seller against any breach of representations or warranties made by it herein or protect the Depositor, the Servicer or the Seller or any such Person against director, officer, employee or agent from any liability which would otherwise be imposed by reason reasons of its willful misfeasance, bad faith or negligence in the performance of duties of the Depositor, the Seller or the Servicer or by reason of its reckless disregard of its obligations and duties of the Depositor, the Seller or the Servicer hereunder. The Depositor, the Seller or the Servicer and the Seller and any director or officer or director, officer, employee or agent of the Depositor, the Seller Servicer or the Servicer 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 Depositor, the Seller or the Servicer and the Seller and any director or officer or director, officer, employee or agent of the Depositor, the Servicer or the Seller shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, 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 or results from a breach of representation by the Depositor, the Seller or the Servicer) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder. The None of the Depositor, the Seller Servicer or the Servicer Seller shall be under no any obligation to appear in, prosecute or defend any legal action that is not incidental to its their respective duties hereunder and that which in its opinion, opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Seller may in its discretion undertake any such action which that it may deem necessary or desirable in respect of this Agreement, Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders hereunder. In ; provided, however, that in the event the Servicer agrees, at the request of the Seller, to act on behalf of the Seller in any dispute or litigation that is not incidental to such eventServicer’s duties hereunder and that relates to the origination of a Mortgage Loan, the reasonable legal Seller shall pay all expenses associated with the management and costs defense of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust. The Servicer’s right to indemnity or reimbursement pursuant to this Section 7.03 shall survive any resignation or termination of the Servicer pursuant to Section 7.04 or 8.01 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)claim.

Limitation on Liability of the Seller, the Depositor, the Servicer and Others. None of the DepositorSeller, the Seller, Depositor or the Servicer nor any of the directors or officers or employees or agents of the DepositorSeller, the Seller Depositor or the Servicer shall be under any liability to the Trust Trust, the Noteholders or the Certificateholders for any action taken or for refraining from the taking of any action by the Seller, the Depositor or the Servicer in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the DepositorSeller, the Seller Depositor or the Servicer 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 DepositorSeller, the Seller Depositor or the Servicer or by reason of its reckless disregard of its obligations and duties of the DepositorSeller, the Seller Depositor or the Servicer hereunder; provided, further, that this provision shall not be construed to entitle the Seller, the Depositor or the Servicer to indemnity in the event that amounts advanced by the Seller, the Depositor or the Servicer to retire any senior lien exceed Net Recoveries realized with respect to the related Mortgage Loan. The DepositorSeller, the Seller Depositor or the Servicer and any director or officer or employee or agent of the DepositorSeller, the Seller 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 DepositorSeller, the Seller Depositor or the Servicer and any director or officer or employee or agent of the Seller, the Depositor or the Servicer 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 or the Certificates, 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 or results from a breach of representation by the Depositor, the Seller or the ServicerAgreement) 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; and such amounts shall be payable only pursuant to Section 5.01. The DepositorNone of the Seller, the Seller Depositor or the Servicer shall be under no any obligation to appear in, prosecute or defend any legal action that is not incidental to its their respective duties hereunder and that which in its opinion, opinion may involve it in any expense or liability; provided, however, that the Seller, the Depositor or the Servicer may with the consent of the Insurer (which consent shall not be unreasonably withheld) 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 Certificateholders Class A 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 TrustTrust and the Servicer shall be entitled to be reimbursed therefor only pursuant to Section 5.01. The Servicer’s 's right to indemnity or reimbursement pursuant to this Section 7.03 6.03 shall survive any resignation or termination of the Servicer pursuant to Section 7.04 6.04 or 8.01 7.01 below 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).