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

Limitation Upon Liability of the Credit Risk Manager. Neither the Credit Risk Manager, nor any of its directors, officers, employees, or agents shall be under any liability to the Trustee, the Certificateholders, or the Depositor for any action taken or for refraining from the taking of any action made in good faith pursuant to this Agreement, in reliance upon information provided by a Servicer and/or Master Servicer under the related Credit Risk Management Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Credit Risk Manager or any such person against liability that would otherwise be imposed by reason of willful malfeasance or bad faith in its performance of its duties. The Credit Risk Manager and any director, 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 or under the related Credit Risk Management Agreement, and may rely in good faith upon the accuracy of information furnished by a Servicer and/or Master Servicer pursuant to the related Credit Risk Management Agreement in the performance of its duties thereunder and hereunder. The Credit Risk Manager shall be held harmless and indemnified by the Trust Fund for any claims, costs or liability (each a “Claim”) arising out of or related in any way to the performance of its duties hereunder absent bad faith, willful misfeasance or gross negligence on the part of the Credit Risk Manager with respect to the applicable Claim and the legal expenses for any applicable Claim shall be expenses, costs and liabilities of the Trust Fund.

Limitation Upon Liability of the Credit Risk Manager. Neither the Credit Risk Manager, nor any of its directors, officers, employees, or agents shall be under any liability to the Trustee, the Certificateholders, or the Depositor for any action taken or for refraining from the taking of any action made in good faith pursuant to this Agreement, in reliance upon information provided by a Servicer and/or Master Servicer under the related Credit Risk Management Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Credit Risk Manager or any such person against liability that would otherwise be imposed by reason of willful malfeasance or bad faith in its performance of its duties. The Credit Risk Manager and any director, 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 or under the related Credit Risk Management Agreement, and may rely in good faith upon the accuracy of information furnished by a Servicer and/or Master Servicer pursuant to the related Credit Risk Management Agreement in the performance of its duties thereunder and hereunder. The Credit Risk Manager shall be held harmless and indemnified by the Trust Fund for any claims, costs or liability (each a “"Claim”") arising out of or related in any way to the performance of its duties hereunder absent bad faith, willful misfeasance or gross negligence on the part of the Credit Risk Manager with respect to the applicable Claim and the legal expenses for any applicable Claim shall be expenses, costs and liabilities of the Trust Fund.

Limitation Upon Liability of the Credit Risk Manager. Neither the Credit Risk Manager, nor any of its directors, officers, employees, or agents shall be under any liability to the Trustee, the Certificateholders, or the Depositor for any action taken or for refraining from the taking of any action made in good faith pursuant to this Agreement, in reliance upon information provided by a the Servicer and/or Master Servicer under the related Credit Risk Management Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Credit Risk Manager or any such person against liability that would otherwise be imposed by reason of willful malfeasance or bad faith in its performance of its duties. The Credit Risk Manager and any director, officer, employee, or agent of the Credit Risk Manager may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder or under the related Credit Risk Management Agreement, and may rely in good faith upon the accuracy of information furnished by a the Servicer and/or Master Servicer pursuant to the related Credit Risk Management Agreement in the performance of its duties thereunder and hereunder. The Credit Risk Manager shall be held harmless and indemnified by the Trust Fund for any claims, costs or liability (each a “"Claim”") arising out of or related in any way to the performance of its duties hereunder absent bad faith, willful misfeasance or gross negligence on the part of the Credit Risk Manager with respect to the applicable Claim and the legal expenses for any applicable Claim shall be expenses, costs and liabilities of the Trust Fund.

Limitation Upon Liability of the Credit Risk Manager. Neither the Credit Risk Manager, nor any of its directors, officers, employees, or agents shall be under any liability to the Trustee, the Trust Fund, the Certificateholders, or the Depositor for any action taken or for refraining from the taking of any action made in good faith pursuant to this Agreement, in reliance upon information provided by a Servicer and/or Master Servicer under Agreement and the related Credit Risk Management Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Credit Risk Manager or any such person against liability for any breach of a representation, warranty or covenant made herein or in the Credit Risk Management Agreement or against liability that would otherwise be imposed by reason of gross negligence, willful malfeasance malfeasance, fraud or bad faith in its performance of its dutiesduties hereunder or thereunder. The Credit Risk Manager and any director, officer, employee, or agent of the Credit Risk Manager may rely in good faith on any document of any kind which, prima facie facie, is properly executed and submitted by any Person respecting any matters arising hereunder or under the related Credit Risk Management Agreement. The Credit Risk Manager and its directors, managers, members, officers, employees and agents shall be indemnified and held harmless by the Trust Fund against any loss, liability, cost, claim or expense (including costs and expenses of litigation and of investigation, reasonable counsel fees, damages, judgments and amounts paid in settlement) arising out of or incurred in connection with this Agreement or the Credit Risk Management Agreement, and may rely other than any such loss, liability, cost, claim or expense that was incurred in good faith upon connection with claims against such party resulting primarily from (i) any breach of a representation, warranty or covenant made herein or in the accuracy of information furnished by a Servicer and/or Master Servicer pursuant to the related Credit Risk Management Agreement by the Credit Risk Manager, or (ii) bad faith, fraud, gross negligence or willful misconduct in the performance of its duties thereunder and hereunder. The Credit Risk Manager shall be held harmless and indemnified by the Trust Fund for any claims, costs obligations or liability (each a “Claim”) arising out of or related in any way to the performance of its duties hereunder absent bad faith, willful misfeasance or gross negligence on the part of under the Credit Risk Manager with respect to Management Agreement by the applicable Claim and the legal expenses for any applicable Claim shall be expensesCredit Risk Manager, costs and liabilities or its gross negligent disregard of the Trust Fundsuch obligations or duties.

Limitation Upon Liability of the Credit Risk Manager. Neither the Credit Risk Manager, nor any of its directors, officers, employees, or agents shall be under any liability to the Trustee, the Certificateholders, or the Depositor for any action taken or for refraining from the taking of any action made in good faith pursuant to this Agreement, in reliance upon information provided by a Servicer and/or Master Servicer under the related Credit Risk Management Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Credit Risk Manager or any such person against liability that would otherwise be imposed by reason of willful malfeasance or bad faith in its performance of its duties. The Credit Risk Manager and any director, officer, employee, or agent of the Credit Risk Manager may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder or under the related Credit Risk Management Agreement, and may rely in good faith upon the accuracy of information furnished by a Servicer and/or Master Servicer pursuant to the related Credit Risk Management Agreement in the performance of its duties thereunder and hereunder. The Credit Risk Manager shall be held harmless and indemnified by the Trust Fund for any claims, costs or liability (each a “"Claim”") arising out of or related in any way to the performance of its duties hereunder absent bad faith, willful misfeasance or gross negligence on the part of the Credit Risk Manager with respect to the applicable Claim and the legal expenses for any applicable Claim shall be expenses, costs and liabilities of the Trust Fund.