Common use of Limitation on Liability of the Subservicer; Indemnification Clause in Contracts

Limitation on Liability of the Subservicer; Indemnification. (a) The Subservicer and any director, officer, employee or agent of the Subservicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising thereunder. The Subservicer and any director, officer, employee or agent of the Subservicer shall be indemnified and held harmless by the Servicer against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Pooling Agreements, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder. (b) To the extent that the Subservicer incurs any loss, liability or expense arising out of or in connection with this Agreement, the Servicer hereby assigns to the Subservicer the Servicer's right to indemnification from the Trust Estate pursuant to Section 8.05 of the Pooling Agreements; provided, however, that in the event the Servicer seeks indemnification pursuant to Section 8.05 of the Pooling Agreements for itself from the Trust Estate, the Subservicer shall be indemnified pursuant to clause (a) hereof. (c) The Subservicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is directly related to its duties under this Agreement and, in its opinion, does not involve it in any expense or liability; provided, however, that the Subservicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto. In such event, pursuant to clause (b) above, the legal expenses and costs of such action and any liability resulting therefrom (except any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder) shall be expenses, costs and liabilities of either the Servicer or the Trust Estate. In the case of such reimbursement from the Trust Estate, the Subservicer shall be entitled to be reimbursed therefor only from the amounts otherwise distributable on the Class R Certificates as and to the extent provided in Section 8.05 of the Pooling Agreements, any such right of reimbursement being prior to the rights of the Class R Certificateholders to receive any such amount.