Common use of Limited Liability; Indemnity Clause in Contracts

Limited Liability; Indemnity. Participant A and any director, officer, employee or agent thereof shall be indemnified and held harmless by each of Participant B and Participant C on a pro rata basis according to its Pro Rata Share against any claim, action, suit, damage, loss, liability, cost or expense incurred (including reasonable attorneys' fees, in connection with any claim, action, suit, investigation or proceeding and any expense for which Participant A has not been reimbursed by Borrower) arising out of or relating to this Agreement, Participant A's performance hereunder, or any specific action which Participant A performs pursuant to this Agreement, as such are incurred, except for any loss, liability or expense incurred by reason of Participant A's willful misconduct, bad faith or gross negligence. Notwithstanding the exception set forth in the preceding sentence, in the event that Participant A sustains any loss, liability or expense by reason of such exception and which results from any overcharges to Borrower under the Loan, to the extent that such overcharges were collected by Participant A and remitted to Participant B and/or Participant C, such Participant shall promptly remit such overcharge to Borrower after receipt of written notice regarding such overcharge. In the case of any matter indemnified hereunder, Participant A shall, upon prior notice to each of Participant B and Participant C, be indemnified first from amounts available to be distributed to Participant B and/or Participant C, as applicable, and then from Participant B and/or Participant C, as applicable, in accordance with its Pro Rata Share. No Participant shall have any liability to the other Participant with respect to their respective Participation Interests, except with respect to acts or omissions caused by or resulting from the gross negligence or willful misconduct of such Participant. The provisions of this Section shall survive any termination of the rights and obligations of Participant A hereunder.

Limited Liability; Indemnity. Participant A and any director, officer, employee or agent thereof shall be indemnified and held harmless by each of Participant B and Participant C on a pro rata basis according to its Pro Rata Share against any claim, action, suit, damage, loss, liability, cost or expense incurred (including reasonable attorneys' ’ fees, in connection with any claim, action, suit, investigation or proceeding and any expense for which Participant A has not been reimbursed by Borrower) arising out of or relating to this Agreement, Participant A's ’s performance hereunder, or any specific action which Participant A performs pursuant to this Agreement, as such are incurred, except for any loss, liability or expense incurred by reason of Participant A's ’s willful misconduct, bad faith or gross negligence. Notwithstanding the exception set forth in the preceding sentence, in the event that Participant A sustains any loss, liability or expense by reason of such exception and which results from any overcharges to Borrower under the Loan, to the extent that such overcharges were collected by Participant A and remitted to Participant B and/or Participant C, such Participant shall promptly remit such overcharge to Borrower after receipt of written notice regarding such overcharge. In the case of any matter indemnified hereunder, Participant A shall, upon prior notice to each of Participant B and Participant C, be indemnified first from amounts available to be distributed to Participant B and/or Participant C, as applicable, and then from Participant B and/or Participant C, as applicable, in accordance with its Pro Rata Share. No Participant shall have any liability to the other Participant with respect to their respective Participation Interests, except with respect to acts or omissions caused by or resulting from the gross negligence or willful misconduct of such Participant. The provisions of this Section shall survive any termination of the rights and obligations of Participant A hereunder.

Limited Liability; Indemnity. Participant A and any director, officer, employee or agent thereof shall be indemnified and held harmless by each of Participant B and Participant C on a pro rata basis according to its Pro Rata Share against any claim, action, suit, damage, loss, liability, cost or expense incurred (including reasonable attorneys' ’ fees, in connection with any claim, action, suit, investigation or proceeding and any expense for which Participant A has not been reimbursed by Borrower) arising out of or relating to this Agreement, Participant A's ’s performance hereunder, or any specific action which Participant A performs pursuant to this Agreement, as such are incurred, except for any loss, liability or expense incurred by reason of Participant A's ’s willful misconduct, bad faith or gross negligence. Notwithstanding the exception set forth in the preceding sentence, in the event that Participant A sustains any loss, liability or expense by reason of such exception and which results from any overcharges to Borrower under the Loan, to the extent that such overcharges were collected by Participant A and remitted to Participant B, Participant B and/or Participant C, such Participant shall promptly remit such overcharge to Borrower after receipt of written notice regarding such overcharge. In the case of any matter indemnified hereunder, Participant A shall, upon prior notice to each of Participant B and Participant CB, be indemnified first from amounts available to be distributed to Participant B and/or Participant C, as applicable, and then from Participant B and/or Participant C, as applicable, in accordance with its Pro Rata Share. No Participant shall have any liability to the other Participant with respect to their respective Participation Interests, except with respect to acts or omissions caused by or resulting from the gross negligence or willful misconduct of such Participant. The provisions of this Section shall survive any termination of the rights and obligations of Participant A hereunder.

Limited Liability; Indemnity. Neither Servicer nor any of their Affiliates nor any of the directors, officers, employees or agents thereof shall be under any liability to any Participant A or any third party for taking or refraining from taking any action, in good faith pursuant to or in connection with this Agreement, or for errors in judgment; provided, however, that this provision shall not protect Servicer against any liability which would otherwise be imposed on Servicer by reason of Servicer’s willful misfeasance, bad faith or gross negligence in the performance of its duties as servicer hereunder. Servicer and any director, officer, employee or agent thereof may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. Servicer and any director, officer, employee or agent thereof shall be indemnified and held harmless by each of Participant B and Participant C on a pro rata basis according to its their respective Pro Rata Share Shares against any claim, action, suit, damage, loss, liability, cost or expense incurred (including reasonable attorneys' ’ fees, in connection with any claim, action, suit, investigation or proceeding and any expense for which Participant A Servicer has not been reimbursed by Borrower) arising out of or relating to this Agreement, Participant A's the Note or any other Loan Document, Servicer’s performance hereunder, or any specific action which Participant A performs the Participants authorizing or requesting Servicer to perform pursuant to this Agreement, as such are incurred, except for any loss, liability or expense incurred by reason of Participant A's Servicer’s willful misconductmisfeasance, bad faith or gross negligence. Notwithstanding the exception set forth in the preceding sentence, in the event that Participant A Servicer sustains any loss, liability or expense by reason of such exception and which results from any overcharges to Borrower under the Loan, to the extent that such overcharges were collected by Participant A Servicer and remitted to Participant B and/or Participant Cthe Participants, such Participant the Participants shall promptly remit such overcharge to Borrower after the Participants’ receipt of written notice from Servicer regarding such overcharge. In the case of any matter indemnified hereunder, Participant A Servicer shall, upon prior notice to each of Participant B and Participant CParticipant, be indemnified first from amounts available to be distributed to Participant B and/or Participant C, as applicable, the Participants and then from Participant B and/or Participant C, as applicable, the Participants in accordance with its their respective Pro Rata Share. The Participants and any director, officer, employee or agent thereof shall be indemnified and held harmless by Servicer against any loss, liability or expense incurred, including reasonable attorneys’ fees, by reason of Servicer’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or breach of the Servicing Standard. No Participant shall have any liability to the other Participant with respect to their respective Participation Interests, except with respect to acts or omissions caused by or resulting from the gross negligence or willful misconduct of such Participant. The provisions of this Section shall survive any termination of the rights and obligations of Participant A Servicer hereunder.