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

Limitation on Liability of the Servicer and Others. Except as -------------------------------------------------- provided in Section 7.4 with respect to the Trustee, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer, shall be under any liability to the Trustee, the Noteholders or any other person for any action taken, or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement, the Base Indenture or any Supplement; provided, however, that this provision shall not protect the Servicer or any -------- ------- such person against any liability which would otherwise be imposed by reason of willful malfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties thereunder. The Servicer or any director, officer, employee or agent of 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 Receivables in accordance with this Agreement which in its reasonable opinion would require the Servicer to incur any expense or liability.

Limitation on Liability of the Servicer and Others. Except as -------------------------------------------------- provided in Section 7.4 with respect to the TrusteeSECTION 6.04, neither the Servicer nor any of the directors, officers, partners, members, managers, employees or agents of the Servicer, Servicer in its capacity as Servicer shall be under any liability to the Issuer, the Owner Trustee, the Noteholders Indenture Trustee, the Noteholders, any Series Enhancer or any other person Person for any action taken, taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement; PROVIDED, the Base Indenture or any Supplement; provided, howeverHOWEVER, that this provision shall not protect the Servicer or any -------- ------- such person Person against any liability which would otherwise be imposed by reason of willful malfeasancemisfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and its duties thereunderhereunder. The Servicer or and any director, officer, employee employee, partner, member or manager or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by ----- ----- any Person (other than the Servicer) 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 Receivables as Servicer in accordance with this Agreement and which in its reasonable opinion would require the Servicer to incur judgment may involve it in any expense or liability. The Servicer may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Issuer and the Noteholders with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Issuer and the Noteholders hereunder.

Limitation on Liability of the Servicer and Others. Except The duties and obligations of the Servicer shall be determined solely by the express provisions of this Agreement, the Servicer shall not be liable except for the performance of such duties and obligations as -------------------------------------------------- provided are specifically set forth in Section 7.4 with respect to this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee, neither Servicer. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer, Servicer shall be under any liability to the Trustee, the Noteholders or any other person Purchaser for any action taken, taken or for refraining from the taking of any action in its capacity as Servicer accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement, the Base Indenture Agreement or any Supplementfor errors in judgment; provided, however, that this provision shall not protect the Servicer or any -------- ------- such person against any liability which resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on the Servicer herein; and, provided further, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of the willful malfeasancemisfeasance, bad faith faith, negligence or gross negligence in the performance of duties or by reason of reckless disregard of the obligations and or duties thereunderhereunder. The Servicer or and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by ----- ----- any Person the proper authorities respecting any matters arising hereunder. The Subject to the terms of Subsection 11.01, the Servicer shall not be under any have no obligation to appear inwith respect to, prosecute or defend any legal action which is not incidental to its duties the Servicer’s duty to service the Receivables Mortgage Loans in accordance with this Agreement which in its reasonable opinion would require the Servicer to incur any expense or liabilityAgreement.

Limitation on Liability of the Servicer and Others. Except as -------------------------------------------------- provided in Section 7.4 with respect to the Trustee, neither Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer, Servicer shall be under any liability to the TrusteeSeller, the Noteholders Master Servicer, the NIMS Insurer, the Depositor or any other person the Trustee hereunder for any action taken, taken or for refraining from the taking of any action in its capacity as Servicer good faith pursuant to this Agreement, the Base Indenture or any Supplementfor errors in judgment; provided, however, that this provision shall not protect 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 willful malfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties thereunderthis Agreement. The Servicer or and any director, officer, employee or agent of 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 Receivables Serviced Mortgage Loans in accordance with this Agreement and which in its reasonable opinion would require the Servicer to incur may involve it in any expense or liability; provided, however, that the Servicer may, with the consent of the NIMS Insurer, the Trustee and the Master Servicer, undertake any such action which it deems necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to reimbursement from the Trust Fund for the reasonable legal expenses and costs of such action.

Limitation on Liability of the Servicer and Others. Except as -------------------------------------------------- provided in Section 7.4 with respect to the Trustee, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer, shall be under any liability to the Trustee, the Noteholders or any other person for any action taken, or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement, the Base Indenture or any Supplement; provided, however, that this provision shall not protect the Servicer or any -------- ------- such person against any liability which would otherwise be imposed by reason of willful malfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties thereunder. The Servicer or and any stockholder, partner, member, manager, director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by ----- ----- any Person the proper authorities or persons respecting any matters arising hereunder. Except as otherwise provided in Section 5.02(b), the Servicer shall not be liable for any errors, inaccuracies or omissions of any Person not affiliated with the Servicer contained in any information, report, certificate, data or other document delivered to the Servicer or on which the Servicer reasonably relies in order to perform its obligations hereunder and under the other Transaction Documents except to the extent that a Responsible Officer of the Servicer has actual 60 BUSINESS.29147459.4 knowledge of any such material error, inaccuracy or omission. The Servicer shall not be in default hereunder or incur any liability, except as provided in the proviso in the last sentence of this Section 5.14, for any failure, error or delay in carrying out its duties hereunder or under any other Transaction Document if such failure, error or delay results from the Servicer acting in accordance with information prepared or supplied by a Person other than the Servicer or any of its Affiliates or the failure or delay of any such Person to prepare or provide such information. The Servicer shall not be in default and shall incur no liability for any act or failure to act by any servicer primarily responsible for servicing Third Party Agented Loans. Subject to the terms of Section 12.01 herein, the Servicer shall have no obligation to appear inwith respect to, prosecute or defend any legal action which is not incidental to its duties the Servicer’s duty to service the Receivables Loans in accordance with this Agreement which Agreement, and that, in its reasonable opinion would require opinion, may cause the Servicer to incur any expense or liability. The Servicer shall not be responsible for the payment of any taxes imposed on or with respect to the Issuer or for the fees of any Successor Servicer. Except as provided herein, neither the Servicer nor any of its directors, officers, employees or agents shall be under any liability to any other party to this Agreement, any Noteholder, any Certificateholder or any other Person for any action taken or for refraining from taking any action pursuant to this Agreement, whether arising from express or implied duties under this Agreement or any other Transaction Document, or for errors in judgment; provided that, notwithstanding anything to the contrary contained herein, neither the Servicer nor any of its directors, officers, employees or agents shall be protected against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of the Servicer’s duties or by reason of its reckless disregard of its obligations and duties hereunder; provided, however, that the Servicer will not indemnify any party for any costs, expenses, losses, claims, damages or liabilities arising from its breach of any covenant for which the purchase of the affected Loans is specified as the sole remedy hereunder. The Servicer is not required to indemnify any Person for any costs, expenses, losses, claims, damages or liabilities arising from its breach of any covenant for which the purchase of the affected Loans is specified as the sole remedy hereunder.

Limitation on Liability of the Servicer and Others. Except as -------------------------------------------------- -------------------------- ------------ ---------- provided in Section 7.4 8.4 with respect to the Trust and the Trustee, neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer, Servicer shall be under any liability to the Trust, the Trustee, the Noteholders Certificateholders or any other person Person for any action taken, taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement whether arising from express or implied duties under this Agreement, the Base Indenture or any Supplement; provided, however, that this provision shall not protect the Servicer or any -------- ------- such person against any liability which would otherwise be imposed by reason of willful malfeasancemisfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard its willful misconduct hereunder; and provided, further, that the Servicer shall be liable for any actual damages resulting directly from the Servicer's material failure to perform any of its obligations under this Agreement, but only if and duties thereunderto the extent that another remedy is not provided for and available hereunder. The Servicer and any director or any director, officer, officer or employee or agent of 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 does not incidental to arise out of its duties to service activities in servicing the Receivables in accordance with this Agreement which in its reasonable opinion would require the Servicer to incur may involve it in any expense or liability.

Limitation on Liability of the Servicer and Others. Except -------------------------------------------------- as -------------------------------------------------- provided in Section 7.4 5.4 with respect to the Issuer and the Owner Trustee, ----------- neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer, Servicer shall be under any liability to the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or any other person Person for any action taken, taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement whether arising from express or implied duties under this Agreement, the Base Indenture or any Supplement; provided, however, that this provision -------- ------- shall not protect the Servicer or any -------- ------- such person against any liability which would otherwise be imposed by reason of willful malfeasancemisfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard its willful misconduct hereunder; and provided, further, that the Servicer shall be liable for any -------- ------- actual damages resulting directly from the Servicer's material failure to perform any of its obligations under this Agreement, but only if and duties thereunderto the extent that another remedy is not provided for and available hereunder. The Servicer and any director or any director, officer, officer or employee or agent of 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 does not incidental to arise out of its duties to service activities in servicing the Receivables in accordance with this Agreement which in its reasonable opinion would require the Servicer to incur may involve it in any expense or liability.

Limitation on Liability of the Servicer and Others. Except The duties and obligations of the Servicer shall be determined solely by the express provisions of this Agreement, the Servicer shall not be liable except for the performance of such duties and obligations as -------------------------------------------------- provided are specifically set forth in Section 7.4 with respect to this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee, neither Servicer. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer, Servicer shall be under any liability to the Trustee, the Noteholders or any other person Owner for any action taken, taken or for refraining from the taking of any action in its capacity as Servicer accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement, the Base Indenture Agreement or any Supplementfor errors in judgment; provided, however, that this provision shall not protect the Servicer or any -------- ------- such person against any liability which resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on the Servicer herein; and, provided further, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of the willful malfeasancemisfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of the obligations and or duties thereunderhereunder. The Servicer or and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by ----- ----- any Person the proper authorities respecting any matters arising hereunder. The Subject to the terms of Subsection 11.01, the Servicer shall not be under any have no obligation to appear inwith respect to, prosecute or defend any legal action which is not incidental to its duties the Servicer’s duty to service the Receivables Mortgage Loans in accordance with this Agreement which in its reasonable opinion would require the Servicer to incur any expense or liabilityAgreement.

Limitation on Liability of the Servicer and Others. Except as -------------------------------------------------- provided in Section 7.4 with respect to the Trustee7.04, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer, Servicer in its capacity as Servicer shall be under any liability to the Trust, the Owner Trustee, the Indenture Trustee, any Collateral Agent, the Noteholders or any other person Person for any action taken, or for refraining from the taking of any action action, in good faith in its capacity as Servicer pursuant to this Agreement; PROVIDED, the Base Indenture or any Supplement; provided, howeverHOWEVER, that this provision shall not protect the Servicer or any -------- ------- such person directors, officers, employees or agents of the Servicer against any liability which would otherwise be imposed by reason of willful malfeasancemisfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties thereunderhereunder. The Servicer or and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by ----- ----- any Person (other than the Servicer) 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 Receivables as Servicer in accordance with this Agreement and which in its reasonable opinion would require the Servicer to incur judgment may involve it in any expense or liability. The Servicer may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Noteholders with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Noteholders hereunder.

Limitation on Liability of the Servicer and Others. Except as -------------------------------------------------- provided in Section 7.4 with respect to the Trustee7.04, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer, Servicer in its capacity as Servicer shall be under any liability to the Transferor, the Issuer, the Indenture Trustee, the Noteholders holders of the Notes or any other person Person for any action taken, taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement; PROVIDED, the Base Indenture or any Supplement; provided, howeverHOWEVER, that this provision shall not protect the Servicer or any -------- ------- such person Person against any liability which that otherwise would otherwise be imposed by reason of willful malfeasancemisfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties thereunderhereunder. The Servicer or and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by ----- ----- any Person respecting (other than the Servicer) with respect to any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties to service the Receivables as Servicer in accordance with this Agreement which and that in its reasonable opinion would require the Servicer to incur judgment may involve it in any expense or liability. Subject to the terms of the Transaction Documents, the Servicer may, in its sole discretion, undertake any such legal action that it may deem necessary or desirable for the benefit of the holders of the Notes with respect to this Agreement and the rights and duties of the parties hereto and the interests of the holders of the Notes issued by the Issuer under the Indenture.

Limitation on Liability of the Servicer and Others. Except as -------------------------------------------------- provided in Section 7.4 with respect to the Trustee6.04, neither the Servicer nor any of the directors, officers, partners, shareholders, members, managers, employees or agents of the Servicer, Servicer shall be under any liability to the Issuer, the Transferor, the Owner Trustee, the Noteholders Indenture Trustee, the Noteholders, any O/C Holder, any Series Enhancer or any other person Person for any action taken, taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement, the Base Indenture or any Supplement; provided, however, that this provision shall not protect the Servicer or any -------- ------- such person Person against any liability which would otherwise be imposed by reason of willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and its duties thereunderhereunder. The Servicer or and any director, officer, employee employee, partner, shareholder, member or manager or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by ----- ----- any Person (other than the Servicer) 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 Receivables as Servicer in accordance with this Agreement and which in its reasonable opinion would require the Servicer to incur judgment may involve it in any expense or liability. The Servicer may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Transferor, the Issuer, any O/C Holder or the Noteholders with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Transferor, the Issuer, any O/C Holder and the Noteholders hereunder.

Limitation on Liability of the Servicer and Others. Except -------------------------------------------------- as -------------------------------------------------- provided in Section 7.4 5.4 with respect to the Issuer and the Owner Trustee, ----------- neither the Servicer nor any of the directors, officers, directors or officers or employees or agents of the Servicer, Servicer shall be under any liability to the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or any other person Person for any action taken, taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement whether arising from express or implied duties under this Agreement, the Base Indenture or any Supplement; provided, -------- however, that this provision shall not protect the Servicer or any -------- ------- such person ------- against any liability which would otherwise be imposed by reason of willful malfeasancemisfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard its willful misconduct hereunder; and provided, further, that the Servicer shall be liable for any -------- ------- actual damages resulting directly from the Servicer's material failure to perform any of its obligations under this Agreement, but only if and duties thereunderto the extent that another remedy is not provided for and available hereunder. The Servicer and any director or any director, officer, officer or employee or agent of 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 does not incidental to arise out of its duties to service activities in servicing the Receivables in accordance with this Agreement which in its reasonable opinion would require the Servicer to incur may involve it in any expense or liability.

Limitation on Liability of the Servicer and Others. Except as -------------------------------------------------- provided in Section 7.4 with respect to the Trustee, neither Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer, Servicer shall be under any liability to the Issuer, the Trustee, the Indenture Trustee, the Noteholders or any other person the Certificateholders, except as provided under this Agreement, for any action taken, taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement, the Base Indenture Agreement or any Supplementfor errors in judgment; provided, however, that this provision shall not protect the Servicer or any -------- ------- such person Person against any liability which that would otherwise be imposed by reason of willful malfeasancemisfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of obligations and duties thereunderunder this Agreement. The Servicer or and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by ----- ----- any Person respecting any matters arising hereunder. The Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is that shall not be incidental to its duties to service the Receivables in accordance with this Agreement which Agreement, and that in its reasonable opinion would require the Servicer to incur may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement, the other Basic Documents and the rights and duties of the parties to this Agreement, the other Basic Documents and the interests of the Certificateholders under this Agreement and the Trust Agreement and the Noteholders under the Indenture.

Limitation on Liability of the Servicer and Others. Except as Neither -------------------------------------------------- provided in Section 7.4 with respect to the Trustee, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer, Servicer shall be under any liability to the Trustee, Trustee or the Noteholders or any other person Certificateholders for any action taken, taken or for refraining from the taking of any action in its capacity as Servicer good faith pursuant to this Agreement, the Base Indenture or any Supplementfor errors in judgment; provided, -------- however, that this provision shall not protect the Servicer or any -------- ------- such person ------- against any liability which that would otherwise be imposed by reason of willful malfeasance, bad faith or negligence the failure to perform its obligations in strict compliance with the performance standard of duties or by reason of reckless disregard of obligations and duties thereundercare set forth in this Agreement. The Servicer or and any director, officer, employee or agent of 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 Receivables in accordance with arises under this Agreement and which in its reasonable opinion would require may involve it in any expenses or liability; provided, -------- however, that the Servicer may in its discretion undertake any such action ------- which it may deem necessary or desirable in respect to incur this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any expense liability resulting therefrom shall be expenses, costs and liabilities payable from the related Certificate Account and the Servicer shall be entitled to be reimbursed therefor out of such Certificate Account as provided by Section 6.02; provided that such reimbursement shall be -------- made, from time to time on one or liabilitymore Remittance Dates, only out of the Available Distribution Amount for such Remittance Date that remains after the distributions on the Class A Certificates, Class M-1 Certificates and Class B Certificates for such Remittance Date have been made.

Limitation on Liability of the Servicer and Others. Except as -------------------------------------------------- otherwise provided in Section 7.4 with respect to the Trusteeby Law, neither the Servicer nor any of the directors, officers, employees or agents who are natural persons of the Servicer, Servicer shall not be under any liability to the Issuer, the Trustee, the Noteholders Noteholders, any Enhancement Provider or any other person Person hereunder or pursuant to any document delivered hereunder for any action takentaken or for refraining from the taking of any action; provided, however, that this provision shall not protect any such Person against any liability which would otherwise be imposed by reason of willful misconduct, gross negligence, fraud or violation of Law. Except as otherwise provided in the Transaction Documents, the Servicer shall not be under any liability to the Issuer, the Trustee, its officers, directors, employees and agents, the Noteholders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement, the Base Indenture Agreement or any Supplementsupplement hereto; provided, however, that this provision shall not protect the Servicer or any -------- ------- such person against any liability which would otherwise be imposed by reason of (x) willful malfeasancemisfeasance, bad faith faith, fraud or negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties thereunderunder any Transaction Document or (y) breach of representation, warranty or covenant made by the Servicer in this Agreement or breach of the express terms of any Transaction Document. The Servicer or any director, officer, employee or agent of 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 Receivables in accordance with this Agreement which in its reasonable opinion would require the Servicer to incur any expense or liability.

Limitation on Liability of the Servicer and Others. Except as -------------------------------------------------- provided in Section 7.4 with respect to Neither the TrusteeServicer, neither the Servicer general partner of the Servicer, nor any of the directors, officers, employees or agents of the Servicer, Servicer (or its general partner) shall be under any liability to the Trustee, the Noteholders or any other person Owner for any action taken, taken or for refraining from the taking of any action in its capacity as Servicer good faith pursuant to this Agreement, the Base Indenture or any Supplementfor errors in judgment; provided, however, that this provision shall not protect the Servicer or any -------- ------- such person 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 willful malfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties thereunderthis Agreement. The Servicer or Servicer, the general partner of the Servicer, and any director, officer, employee or agent of the Servicer (or its general partner) 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 Receivables Mortgage Loans in accordance with this Agreement and which in its reasonable opinion would require may involve it in any expenses or liability; provided, however, that the Servicer may, with the consent of the Owner, undertake any such action which it may deem necessary or desirable in respect to incur this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any expense or liabilityliability resulting therefrom shall be expenses, costs and liabilities for which the Owner will be liable, and the Servicer shall be entitled to be reimbursed therefor from the Owner upon written demand.

Limitation on Liability of the Servicer and Others. Except The duties and obligations of the Servicer shall be determined solely by the express provisions of this Agreement, the Servicer shall not be liable except for the performance of such duties and obligations as -------------------------------------------------- provided are specifically set forth in Section 7.4 with respect to this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee, neither Servicer. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer, Servicer shall be under any liability to the Trustee, the Noteholders or any other person Purchaser for any action taken, taken or for refraining from the taking of any action in its capacity as Servicer accordance with Accepted Servicing Practices and otherwise in good faith pursuant to this Agreement, the Base Indenture Agreement or any Supplementfor errors in judgment; provided, however, that this provision shall not protect the Servicer or any -------- ------- such person against any liability which resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on the Servicer herein; and, provided, further, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of the willful malfeasancemisfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of the obligations and or duties thereunderhereunder. The Servicer or and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by ----- ----- any Person the proper authorities respecting any matters arising hereunder. The Subject to the terms of Subsection 16.01, the Servicer shall not be under any have no obligation to appear inwith respect to, prosecute or defend any legal action which is not incidental to its duties the Servicer’s duty to service the Receivables Mortgage Loans in accordance with this Agreement which in its reasonable opinion would require the Servicer to incur any expense or liabilityAgreement.

Limitation on Liability of the Servicer and Others. Except as -------------------------------------------------- provided in Section 7.4 with respect to Neither the Trustee, neither Servicer nor the Master Servicer nor any of the their directors, officers, employees or agents of the Servicer, shall be under any liability to the TrusteeSeller, the Noteholders Program Administrator, the NIMS Insurer, if any, the Securities Administrator or any other person the Trustee for any action taken, taken or for refraining from the taking of any action in its capacity as Servicer good faith pursuant to this Agreement, the Base Indenture or any Supplementfor errors in judgment; provided, however, that this provision shall not protect the Servicer or the Master 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 willful malfeasance, bad faith or negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties thereunderthis Agreement. The Servicer, the Master Servicer or and any director, officer, employee or agent of the Servicer such person 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 and the Master 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 Receivables Mortgage Loans in accordance with this Agreement and which in its reasonable opinion would require the Servicer to incur may involve it in any expense or liability, provided, however, that the Servicer and the Master Servicer may, with the consent of the Trustee, the Program Administrator, the Securities Administrator and the NIMS Insurer, if any, 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. In such event, the Servicer or the Master Servicer, as the case may be, shall be entitled to reimbursement from the Trust Fund for the reasonable legal expenses and costs of such action.

Limitation on Liability of the Servicer and Others. Except The duties and obligations of the Servicer shall be determined solely by the express provisions of this Agreement, the Servicer shall not be liable except for the performance of such duties and obligations as -------------------------------------------------- provided are specifically set forth in Section 7.4 with respect to this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee, neither Servicer. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer, Servicer shall be under any liability to the Trustee, the Noteholders or any other person Purchaser for any action taken, taken or for refraining from the taking of any action in its capacity as Servicer accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this Agreement, the Base Indenture Agreement or any Supplementfor errors in judgment; provided, however, that this provision shall not protect the Servicer or any -------- ------- such person against any liability which resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on the Servicer herein; and, provided further, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of the willful malfeasancemisfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of the obligations and or duties thereunderhereunder. The Servicer or and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by ----- ----- any Person the proper authorities respecting any matters arising hereunder. The Subject to the terms of Subsection 12.01, the Servicer shall not be under any have no obligation to appear inwith respect to, prosecute or defend any legal action which is not incidental to its duties the Servicer’s duty to service the Receivables Mortgage Loans in accordance with this Agreement which in its reasonable opinion would require the Servicer to incur any expense or liability.Agreement. 53 Subsection 12.04

Limitation on Liability of the Servicer and Others. Except as -------------------------------------------------- provided in Section 7.4 with respect to the Trustee5.4, neither the Servicer nor any of the directors, officers, employees employees, members or agents of the Servicer, Servicer shall be under any liability to the Trust, the Issuer Trustee, the Noteholders Indenture Trustee, the Noteholders, the Transferor or any other person Person for any action taken, or for refraining from the taking of any action action, in good faith in its capacity as Servicer pursuant to this Agreement, the Base Indenture or any Supplement; provided, however, that this provision shall not protect the Servicer or any -------- ------- such person directors, officers, employees, members or agents of the Servicer against any liability which would otherwise be imposed by reason of willful malfeasancenegligence, fraud, wilful misconduct or bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties thereunderhereunder. The Servicer or and any director, officer, employee employee, member or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by ----- ----- any Person (other than the Servicer) 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 Receivables as Servicer in accordance with this Agreement and which in its reasonable opinion would require the Servicer to incur judgment may involve it in any expense or liability. The Servicer may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Noteholders with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Noteholders hereunder.