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

Limitation on Liability of the Supplemental Servicer; Indemnification. (a) The Supplemental Servicer and any director, officer, employee or agent of the Supplemental Servicer 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. None of the Supplemental Servicer, nor any of its directors, officers, employees or agents shall have any liability to the Trustee, the Trust or the Certificateholders for any action taken or for refraining from the taking of any action by it relating to this Amendment or for errors in judgment; provided, however, that this provision shall not protect the Supplemental Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of the duties of the Supplemental Servicer or by reason of reckless disregard of the obligations and duties of the Supplemental Servicer hereunder. The Supplemental Servicer shall not have any liability for any consequential, incidental, special, exemplary, punitive, or any similar, damages and each party hereto irrevocably and unconditionally waives any right it may have to claim or recover any such damages. (b) The Servicer hereby indemnifies and holds the Supplemental Servicer and any director, officer, employee or agent of the Supplemental Servicer harmless against any loss, liability, claim, damage or expense incurred in connection with any legal action or proceeding relating to this Amendment or the Supplemental Servicer's action, or failure to take action, under this Amendment, 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. To the extent that the Supplemental Servicer incurs any loss, liability or expense arising out of or in connection with this Amendment, the Supplemental Servicer shall be reimbursed and held harmless by each Trust Estate to the same extent that the Servicer would be reimbursed or held harmless from the Trust Estate pursuant to Section 8.05 of the Pooling Agreements; provided, however, that in the event the Servicer seeks reimbursement or to be held harmless pursuant to Section 8.05 of the Pooling Agreements for itself from the Trust Estate, the Supplemental Servicer shall be reimbursed and held harmless prior to any payment being made to the Servicer with respect to its request to be reimbursed or held harmless.