Common use of Servicer's Liability Clause in Contracts

Servicer's Liability. The Servicer shall be liable to the Holder for any claim, loss, cost, damage, liability or expense, including any claim, loss, cost, damage, liability or expense that may be imposed on, incurred by or asserted against the Holder resulting from Servicer’s negligence, willful misfeasance, bad faith, or breach of any obligation, representation, warranty, or covenant under this Servicing Agreement. Other than in the event of the Servicer’s willful misfeasance or bad faith, the Servicer’s liability under this Servicing Agreement shall be limited to the lesser of (a) the total amount of the compensation theretofore paid to the Servicer under Article Eight of this Servicing Agreement or (b) $10 million. In no event shall the Servicer be liable to the Holder for consequential, exemplary or punitive damages. The Servicer shall not be liable to the Holder pursuant to this Section 10.1 or otherwise for any loss or damage incurred by the Holder arising from any incorrect or incomplete information provided by the Holder, or for the failure of the Holder to comply with its obligations. The Servicer may rely in good faith on any information or document of any kind reasonably believed by the Servicer to be properly executed and submitted by an authorized person respecting any matters arising under this Servicing Agreement. In addition, by way of further limitation, where the exercise of discretion by the Servicer in order to carry out its duties is required or permitted hereunder, the Servicer shall not be liable for any error of judgment made in the good faith exercise of such discretion. Except as otherwise provided in this Servicing Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Servicing Agreement and the rights and duties of the parties hereunder.

Servicer's Liability. The Servicer shall be liable to the Holder Bank for any claim, loss, cost, damage, liability or expense, including any claim, loss, costcost (including, but not limited to remediation costs in case of data breach), damage, liability or expense that may be imposed on, incurred by or asserted against the Holder Bank, resulting from Servicer’s negligence, willful misfeasance, bad faith, or breach of any obligation, representation, warranty, or covenant under this Servicing Agreement. Other than in the event of the Servicer’s willful misfeasance or bad faith, the Servicer’s liability under this Servicing Agreement shall be limited to the lesser of (a) the total amount of the compensation theretofore paid to the Servicer under Article Eight of this Servicing Agreement or $2.5 million, whichever is greater or (b) $10 million. In no event shall the Servicer be liable to the Holder Bank for consequential, exemplary or punitive damages. Anything to the contrary contained herein notwithstanding, no additional liability shall be imposed on the Servicer pursuant to this Section 10.1(b) with respect to losses that are attributable to breaches that result in the Servicer’s purchase of a Loan or reimbursement to the Bank pursuant to Section 9.1 of this Servicing Agreement except for the payment of third-party claims related thereto. The Servicer shall not be liable to the Holder Bank pursuant to this Section 10.1 10.1(b) or otherwise for any loss or damage incurred by the Holder Bank arising from any incorrect or incomplete information provided by the HolderBank, any Guarantee Agency, or the Secretary, or for the failure of the Holder Bank to comply with its obligations. The Servicer may rely in good faith on any information or document of any kind reasonably believed by the Servicer to be properly executed and submitted by an authorized person respecting any matters arising under this Servicing Agreement. In addition, by way of further limitation, (i) where the exercise of discretion by the Servicer in order to carry out its duties is required or permitted hereunder, the Servicer shall not be liable for any error of judgment made in the good faith exercise of such discretion, and (ii) the Servicer shall not be liable for any breach of a Service Performance Measure that is not a material breach. No breach of a Service Performance Measure shall be deemed material unless it is the sole proximate cause of a clearly demonstrable loss to the Bank in excess of $10,000.00 or is part of a persistent pattern of non-compliance with the Service Performance Measures. Except as otherwise provided in this Servicing Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Servicing Agreement and the rights and duties of the parties hereunder. In addition, anything to the contrary contained herein notwithstanding, the Servicer shall not have any liability to the Bank with respect to any losses, claims, costs or expenses arising after the Effective Date from interpretations of any law or Regulation by any applicable governmental or regulatory authority after the Effective Date that are different from interpretations previously taken by such governmental or regulatory authority, provided, however, that the Servicer shall promptly take the necessary corrective action(s) to change the applicable practice, system or procedure on a going-forward basis. Notwithstanding the forgoing, all indemnities relating to governmental or regulatory actions contained in the Other Agreements shall continue in full force and effect to the extent set forth in such Other Agreements.