Common use of Limitation on Liabxxxxx Clause in Contracts

Limitation on Liabxxxxx. ox xhe Dxxxxxxxr, the Transferor, the Master Servicer, the Custodian and Others. None of the Depositor, the Transferor, the Master Servicer, the Custodian or any of the directors, officers, employees or agents of the Depositor, the Transferor, the Custodian or the Master Servicer shall be under any liability to the Trust 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 Depositor, the Transferor, the Master Servicer, the Custodian or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Transferor, the Master Servicer, the Custodian or any such Person from any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Transferor, the Master Servicer, the Custodian and any Affiliate, director, officer, employee or agent of the Depositor, the Transferor, the Master Servicer or the Custodian 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 Depositor and its Affiliates, the Transferor, the Master Servicer, the Custodian and any director, officer, employee or agent of the Depositor or its Affiliates, the Transferor, the Master Servicer or the Custodian shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with (i) any audit, controversy or judicial proceeding relating to a governmental taxing authority, (ii) the performance of its duties and obligations and the exercise of (or failure to exercise) its rights under this Agreement (including, with respect to the Mortgage Loans or the Certificates), or (iii) any legal action relating to this Agreement (including, with respect to the Mortgage Loans) 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, provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. None of the Depositor, the Transferor, the Master Servicer and the Custodian shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Transferor, the Custodian or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee, the Trust Administrator and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Transferor, the Master Servicer and the Custodian shall be entitled to be reimbursed therefor out of the Collection Account.

Limitation on Liabxxxxx. ox xhe Dxxxxxxxr, the Transferor, the Master Servicer, the Custodian and Others. None of the Depositor, the Transferor, the Master Servicer, the Custodian or any of the directors, officers, employees or agents of the Depositor, the Transferor, the Custodian or the Master Servicer shall be under any liability to the Trust 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 Depositor, the Transferor, the Master Servicer, the Custodian or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Transferor, the Master Servicer, the Custodian or any such Person from any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Transferor, the Master Servicer, the Custodian and any Affiliate, director, officer, employee or agent of the Depositor, the Transferor, the Master Servicer or the Custodian 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 Depositor and its Affiliates, the Transferor, the Master Servicer, the Custodian and any director, officer, employee or agent of the Depositor or its Affiliates, the Transferor, the Master Servicer or the Custodian shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with (i) any audit, controversy or judicial proceeding relating to a governmental taxing authority, (ii) the performance of its duties and obligations and the exercise of (or failure to exercise) its rights under this Agreement (including, with respect to the Mortgage Loans or the Certificates)Certificates which constitute "unanticipated expenses incurred by the REMIC" within the meaning of the REMIC Provisions, or (iii) any legal action relating to this Agreement (including, with respect to the Mortgage Loans) 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, provided that any such loss, liability or expense constitutes an "unanticipated expense incurred by the REMIC" within the meaning of the REMIC Provisions. None of the Depositor, the Transferor, the Master Servicer and the Custodian shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Transferor, the Custodian or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee, the Trust Administrator and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Transferor, the Master Servicer and the Custodian shall be entitled to be reimbursed therefor out of the Collection Account.