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

Limitation on Liability of the Subservicer and Others. Neither the Subservicer nor any of the directors, officers, employees or agents of the Subservicer shall be under any liability to the Master Servicer, the Depositor, the Issuer, Indenture Trustee or the Trust Administrator 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 Subservicer 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 Subservicer and any director, officer, employee or agent of the Subservicer 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 Subservicer 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 expense or liability, provided, however, that the Subservicer 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. In such event, the Subservicer shall be entitled to reimbursement from the Trust Fund for the reasonable legal expenses and costs of such action.

Limitation on Liability of the Subservicer and Others. Neither the Subservicer nor any of the directors, officers, employees or agents of the Subservicer shall be under any liability to the Servicer, the Master Servicer, the DepositorNIMS Insurer, the Issuer, Indenture Trustee Depositor or the Trust Administrator Trustee 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 Subservicer 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 Subservicer and any director, officer, employee or agent of the Subservicer 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 Subservicer 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 expense or liability, ; provided, however, that the Subservicer 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. In such event, the Subservicer shall be entitled to reimbursement from the Trust Fund for the reasonable legal expenses and costs of such action.

Limitation on Liability of the Subservicer and Others. Neither the Subservicer nor any of the directors, officers, employees or agents of the Subservicer shall be under any liability to the Master Servicer, the DepositorNIMS Insurer, the Issuer, Indenture Trustee Depositor or the Trust Administrator Trustee 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 Subservicer 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 Subservicer and any director, officer, employee or agent of the Subservicer 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 Subservicer 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 expense or liability, provided, however, that the Subservicer 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. In such event, the Subservicer shall be entitled to reimbursement from the Trust Fund for the reasonable legal expenses and costs of such action.

Limitation on Liability of the Subservicer and Others. Neither the Subservicer nor any of the directors, officers, employees employees, or agents of the Subservicer shall be under any liability to the Master Servicer, the Depositor, the Issuer, Indenture Trustee or the Trust Administrator Company for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for good faith errors in judgmentjudgment or for any action or inaction in accordance with the direction or consent of the Company, or any inaction resulting from the Company’s failure to agree regarding a request by the Subservicer for direction or consent in accordance with Section 2.3 hereof; provided, however, that this provision shall not protect the Subservicer or any such person against any breach of warranties or representations made herein, herein or failure to perform its obligations in strict compliance accordance with any standard of care set forth in the Outstanding Agreements and this AgreementAgreement (unless in accordance with the direction or consent of the Company), or any liability which would otherwise be imposed by reason of any breach willful misfeasance or bad faith in the performance of the terms and conditions of this Agreementduties. The Subservicer and any director, officer, employee or agent of the Subservicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person person respecting any matters arising hereunder. The Subservicer shall not be under any no obligation to appear in, prosecute prosecute, or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with under this Agreement and which in its opinion may involve it in any expense or liability, ; provided, however, that the Subservicer may may, with the consent of the Company, undertake any such action which it may deem necessary or desirable in with respect of to this Agreement and the rights rights, duties, and duties the interests of the parties hereto. In such event, the The Subservicer shall be entitled to reimbursement from be reimbursed by the Trust Fund Company for the reasonable legal expenses and costs of such action.action and any liabilities for which the Company will be liable. In addition to the foregoing and not in limitation thereof: