Common use of Limitation Upon Liability of Credit Risk Manager; Indemnification Clause in Contracts

Limitation Upon Liability of Credit Risk Manager; Indemnification. Neither the Credit Risk Manager nor any of the directors, officers, employees, or agents of the Credit Risk Manager shall be under any liability to the Servicer, the Master Servicer, the Securities Administrator, the Trustee, the Certificateholders or the Depositor for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement in reliance upon information provided by the Servicers, the Master Servicer or any Transaction Party or of errors in judgment; provided, however, that this provision shall not protect the Credit Risk Manager or any such person against any breach of representations or warranties made herein, failure to perform its obligations hereunder, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith, or gross negligence of the Credit Risk Manager in the performance of its duties hereunder or by reason of a breach of its obligations and duties under this Agreement. The Credit Risk Manager and any officer, employee or agent of the Credit Risk Manager 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. Subject to the terms of this Agreement, the Credit Risk Manager shall be under no obligation to appear in, prosecute, or defend any legal action which, in its reasonable opinion, may involve it in any expense or liability; provided, however, that the Credit Risk Manager may with the consent of the applicable Transaction Party, and at such Transaction Party’s expense, undertake any such action that it may deem necessary or desirable in respect to this Agreement and the rights, duties, and the interests of the parties hereto. The Credit Risk Manager shall be indemnified by the Trust Fund and held harmless thereby against any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on its part that may be sustained in connection with, arising out of, or relating to this Agreement or any action taken or not taken by it under this Agreement unless such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Credit Risk Manager or such other Person solely as a result of (i) the breach by the Credit Risk Manager of its obligations hereunder, which breach would subject the Credit Risk Manager to liability pursuant to the first paragraph of this Section or (ii) the breach by a Transaction Party of its obligations under this Agreement, in which case the related Transaction Party (with the exception of the Trustee) shall indemnify the Credit Risk Manager. Notwithstanding the foregoing, neither the Trust Fund nor the Transaction Parties shall indemnify the Credit Risk Manager for ordinary costs and expenses otherwise incurred by the Credit Risk Manager in the performance of the Credit Risk Manager’s duties under this Agreement. The foregoing indemnification shall survive the termination of this agreement or the termination, removal or substitution of any party to this Agreement.

Limitation Upon Liability of Credit Risk Manager; Indemnification. Neither the Credit Risk Manager nor any of the directors, officers, employees, or agents of the Credit Risk Manager shall be under any liability to the Servicer, the Master Servicer, the Securities Administrator, the Trustee, the Certificateholders or the Depositor for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement in reliance upon information provided by the ServicersServicer, the Master Servicer or any Transaction Party or of errors in judgment; provided, however, that this provision shall not protect the Credit Risk Manager or any such person against any breach of representations or warranties made herein, failure to perform its obligations hereunder, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith, or gross negligence of the Credit Risk Manager in the performance of its duties hereunder or by reason of a breach of its obligations and duties under this Agreement. The Credit Risk Manager and any officer, employee or agent of the Credit Risk Manager 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. Subject to the terms of this Agreement, the Credit Risk Manager shall be under no obligation to appear in, prosecute, or defend any legal action which, in its reasonable opinion, may involve it in any expense or liability; provided, however, that the Credit Risk Manager may with the consent of the applicable Transaction Party, and at such Transaction Party’s expense, undertake any such action that it may deem necessary or desirable in respect to this Agreement and the rights, duties, and the interests of the parties hereto. The Credit Risk Manager shall be indemnified by the Trust Fund and held harmless thereby against any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on its part that may be sustained in connection with, arising out of, or relating to this Agreement or any action taken or not taken by it under this Agreement unless such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Credit Risk Manager or such other Person solely as a result of (i) the breach by the Credit Risk Manager of its obligations hereunder, which breach would subject the Credit Risk Manager to liability pursuant to the first paragraph of this Section or (ii) the breach by a Transaction Party of its obligations under this Agreement, in which case the related Transaction Party (with the exception of the Trustee) shall indemnify the Credit Risk Manager. Notwithstanding the foregoing, neither the Trust Fund nor the Transaction Parties shall indemnify the Credit Risk Manager for ordinary costs and expenses otherwise incurred by the Credit Risk Manager in the performance of the Credit Risk Manager’s duties under this Agreement. The foregoing indemnification shall survive the termination of this agreement or the termination, removal or substitution of any party to this Agreement.

Limitation Upon Liability of Credit Risk Manager; Indemnification. Neither the Credit Risk Manager nor any of the directors, officers, employees, or agents of the Credit Risk Manager shall be under any liability to the any Servicer, the Master Servicer, the Securities Administrator, the Trustee, the Certificateholders or the Depositor for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement in reliance upon information provided by the Servicerssuch Servicer, the Master Servicer or any Transaction Party or of errors in judgment; provided, however, that this provision shall not protect the Credit Risk Manager or any such person against any breach of representations or warranties made herein, failure to perform its obligations hereunder, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith, or gross negligence of the Credit Risk Manager in the performance of its duties hereunder or by reason of a breach of its obligations and duties under this Agreement. The Credit Risk Manager and any officer, employee or agent of the Credit Risk Manager 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. Subject to the terms of this Agreement, the Credit Risk Manager shall be under no obligation to appear in, prosecute, or defend any legal action which, in its reasonable opinion, may involve it in any expense or liability; provided, however, that the Credit Risk Manager may with the consent of the applicable Transaction Party, and at such Transaction Party’s expense, undertake any such action that it may deem necessary or desirable in respect to this Agreement and the rights, duties, and the interests of the parties hereto. The Credit Risk Manager shall be indemnified by the Trust Fund and held harmless thereby against any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on its part that may be sustained in connection with, arising out of, or relating to this Agreement or any action taken or not taken by it under this Agreement unless such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Credit Risk Manager or such other Person solely as a result of (i) the breach by the Credit Risk Manager of its obligations hereunder, which breach would subject the Credit Risk Manager to liability pursuant to the first paragraph of this Section or (ii) the breach by a Transaction Party of its obligations under this Agreement, in which case the related Transaction Party (with the exception of the Trustee) shall indemnify the Credit Risk Manager. Notwithstanding the foregoing, neither the Trust Fund nor the Transaction Parties shall indemnify the Credit Risk Manager for ordinary costs and expenses otherwise incurred by the Credit Risk Manager in the performance of the Credit Risk Manager’s duties under this Agreement. The foregoing indemnification shall survive the termination of this agreement or the termination, removal or substitution of any party to this Agreement.

Limitation Upon Liability of Credit Risk Manager; Indemnification. Neither the Credit Risk Manager nor any of the directors, officers, employees, or agents of the Credit Risk Manager shall be under any liability to the any Servicer, the Master Servicer, the Securities Administrator, the Trustee, the Certificateholders or the Depositor for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement in reliance upon information provided by the Servicerssuch Servicer, the Master Servicer or any Transaction Party or of errors in judgment; provided, however, that this provision shall not protect the Credit Risk Manager or any such person against any breach of representations or warranties made herein, failure to perform its obligations hereunder, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith, or gross negligence of the Credit Risk Manager in the performance of its duties hereunder or by reason of a breach of its obligations and duties under this Agreement. The Credit Risk Manager and any officer, employee or agent of the Credit Risk Manager 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. Subject to the terms of this Agreement, the Credit Risk Manager shall be under no obligation to appear in, prosecute, or defend any legal action which, in its reasonable opinion, may involve it in any expense or liability; provided, however, that the Credit Risk Manager may with the consent of the applicable Transaction Party, and at such Transaction Party’s expense, undertake any such action that it may deem necessary or desirable in respect to this Agreement and the rights, duties, and the interests of the parties hereto. The Credit Risk Manager shall be indemnified by the Trust Fund and held harmless thereby against any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on its part that may be sustained in connection with, arising out of, or relating to this Agreement or any action taken or not taken by it under this Agreement unless such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Credit Risk Manager or such other Person solely as a result of (i) the breach by the Credit Risk Manager of its obligations hereunder, which breach would subject the Credit Risk Manager to liability pursuant to the first paragraph of this Section or (ii) the breach by a Transaction Party of its obligations under this Agreement, in which case the related Transaction Party (with the exception of the Trustee) shall indemnify the Credit Risk Manager. Notwithstanding the foregoing, neither the Trust Fund nor the Transaction Parties shall indemnify the Credit Risk Manager for ordinary costs and expenses otherwise incurred by the Credit Risk Manager in the performance of the Credit Risk Manager’s duties under this Agreement. The foregoing indemnification shall survive the termination of this agreement or the termination, removal or substitution of any party to this Agreement.

Limitation Upon Liability of Credit Risk Manager; Indemnification. Neither the Credit Risk Manager nor any of the directors, officers, employees, or agents of the Credit Risk Manager shall be under any liability to the Servicer, the Master Servicer, the Securities Administrator, the Trustee, the Certificateholders or the Depositor for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement in reliance upon information provided by the ServicersServicer, the Master Servicer or any Transaction Party or of errors in judgment; provided, however, that this provision shall not protect the Credit Risk Manager or any such person against any breach of representations or warranties made herein, failure to perform its obligations hereunder, or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith, or gross negligence of the Credit Risk Manager in the performance of its duties hereunder or by reason of a breach of its obligations and duties under this Agreement. The Credit Risk Manager and any officer, employee or agent of the Credit Risk Manager 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. Subject to the terms of this Agreement, the Credit Risk Manager shall be under no obligation to appear in, prosecute, or defend any legal action which, in its reasonable opinion, may involve it in any expense or liability; provided, however, that the Credit Risk Manager may with the consent of the applicable Transaction Party, and at such Transaction Party’s expense, undertake any such action that it may deem necessary or desirable in respect to this Agreement and the rights, duties, and the interests of the parties hereto. The Credit Risk Manager shall be indemnified by the Trust Fund and held harmless thereby against any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on its part that may be sustained in connection with, arising out of, or relating to this Agreement or any action taken or not taken by it under this Agreement unless such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Credit Risk Manager or such other Person solely as a result of (i) the breach by the Credit Risk Manager of its obligations hereunder, which breach would subject the Credit Risk Manager to liability pursuant to the first paragraph of this Section or (ii) the breach by a Transaction Party of its obligations under this Agreement, in which case the related Transaction Party (with the exception of the Trustee) shall indemnify the Credit Risk Manager. Notwithstanding the foregoing, neither the Trust Fund nor the Transaction Parties shall indemnify the Credit Risk Manager for ordinary costs and expenses otherwise incurred by the Credit Risk Manager in the performance of the Credit Risk Manager’s duties under this Agreement. The foregoing indemnification shall survive the termination of this agreement or the termination, removal or substitution of any party to this Agreement.