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

Limitation on Liability of the Seller, the Servicer and Others. None of the Seller, the Servicer nor any of the officers, employees or agents of either shall be under any liability to the Purchaser 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 Seller, the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. The Seller, the Servicer and any officer, employee or agent of 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expenses or liability; provided, however, that the Servicer may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will be liable and the Servicer shall be entitled to be reimbursed therefor from the Purchaser upon written demand.

Limitation on Liability of the Seller, the Servicer and Others. None of Neither the SellerServicer, the Servicer nor any of the officers, employees or agents of either the Servicer shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in good faith in connection with the servicing of the Loans pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller, the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. The Seller, the Servicer and any officer, employee or agent of 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties the Seller’s obligation to sell or the Servicer’s duty to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it result in its incurring any expenses or liability; provided, however, that the Servicer may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will shall be liable liable, and the Servicer shall be entitled to be reimbursed reimbursement therefor from the Purchaser upon written demanddemand except when such expenses, costs and liabilities are subject to the Seller’s indemnification under Subsections 7.04 or 13.01.

Limitation on Liability of the Seller, the Servicer and Others. None of Neither the Seller, the Servicer nor any of the officers, employees or agents of either the Seller or the Servicer shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller, Seller or the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. The Seller, the Servicer and any officer, employee or agent of 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 Seller and the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties obligation to sell or duty to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it result in its incurring any expenses or liability; provided, however, that the Seller or the Servicer may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will shall be liable liable, the Seller and the Servicer shall be entitled to be reimbursed reimbursement therefor from the Purchaser upon written demanddemand except when such expenses, costs and liabilities are subject to the Seller's or the Servicer's indemnification under Subsections 7.03 or 13.01.

Limitation on Liability of the Seller, the Servicer and Others. None of Neither the Seller, the Servicer nor any of the officers, employees or agents of either the Seller or the Servicer shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller, Seller or the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. The Seller, the Servicer and any officer, employee or agent of 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 Seller and the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties obligation to sell or duty to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it result in its incurring any expenses or liability; provided, however, that the Seller or the Servicer may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will shall be liable liable, the Seller and the Servicer shall be entitled to be reimbursed reimbursement therefor from the Purchaser upon written demanddemand except when such expenses, costs and liabilities are subject to the Seller’s or the Servicer’s indemnification under Subsections 7.03 or 14.01.

Limitation on Liability of the Seller, the Servicer and Others. None of Neither the Seller, the Claims Administrator or the Servicer nor any of the directors, officers, employees or agents of either the Seller, the Claims Administrator or the Servicer shall be under any liability to the Purchaser Trust 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 Seller, the Claims Administrator, the Servicer or any such person against any the remedies provided herein for the breach of warranties any warranties, representations or representations covenants made herein, or failure to perform its obligations in strict compliance with against any standard of care set forth in this Agreementspecific liability imposed on the Seller, the Claims Administrator or the Servicer herein, or against any liability which would otherwise be imposed by reason of any breach willful misfeasance, bad faith or negligence in the performance of duties of the terms Servicer, the Claims Administrator or the Seller, as the case may be, or by reason of reckless disregard of obligations and conditions duties of this Agreementthe Servicer, the Claims Administrator or the Seller, as the case may be, hereunder. The Seller, the Claims Administrator, the Servicer and any director, officer, employee or agent of the Seller Seller, the Claims Administrator or the Servicer may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer, the Seller and the Claims Administrator and any director, officer, employee or agent of the Servicer, the Seller or the Claims Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in 123 132 connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or 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) and 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. Except as otherwise provided herein, neither of the Seller, the Claims Administrator nor the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental related to its respective duties to service the Mortgage Loans in accordance with under this Agreement and which in its opinion may involve it in any expenses or liabilityAgreement; provided, however, that that, except as otherwise provided herein, any of the Seller, the Claims Administrator, or the Servicer may, with the prior consent of the PurchaserTrustee [AND THE CERTIFICATE INSURER], in its discretion undertake any such action which it may deem necessary or desirable in with respect to this Agreement and the rights and duties of the parties heretohereto and the interests of the Certificateholders [AND THE CERTIFICATE INSURER] hereunder. In such event, the reasonable legal expenses and costs of such action action, with the prior written consent of [THE CERTIFICATE INSURER], and any liability resulting therefrom shall be be, expenses, costs and liabilities for which of the Purchaser will be liable Trust, and the Seller, the Claims Administrator and the Servicer shall be entitled to be reimbursed therefor from out of the Purchaser upon written demandCertificate Account.

Limitation on Liability of the Seller, the Servicer and Others. None of Neither the Seller, the Servicer nor any of the officers, employees or agents of either the Seller or the Servicer shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller, Seller or the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. The Seller, the Servicer and any officer, employee or agent of 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 Seller and the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties obligation to sell or duty to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it result in its incurring any expenses or liability; provided, however, that the Seller or the Servicer may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will shall be liable liable, the Seller and the Servicer shall be entitled to be reimbursed reimbursement therefor from the Purchaser upon written demanddemand except when such expenses, costs and liabilities incurred in performing the Seller's or the Servicer's indemnification obligations under Subsections 7.03 or 14.01.