Limitation on Liability of the Depositor the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to the Certificateholders 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 Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer 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, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement 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 gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer 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 Seller 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 th...
Limitation on Liability of the Depositor. (a) Unless otherwise expressly specified in the Trust Agreement, the Depositor shall not be under any obligation to expend or risk its own funds, except to the extent of its obligation to pay any amount payable under the [Trustee Fee Letter] [draft] or under Section 10.05(b) hereof, or otherwise incur financial liability in the performance of its duties thereunder or in the exercise of any of its rights or powers if reasonable grounds exist for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(b) Neither the Depositor nor any of the directors, officers, employees or agents of the Depositor shall be under any liability to the Trustee, the Trust Property or the Holders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or any such person against any breach of warranties, representations or covenants made in the Trust Agreement, or against any specific liability imposed on the Depositor pursuant to the Trust Agreement, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties specifically set forth in the Trust Agreement or by reason of reckless disregard of obligations and duties specifically set forth in the Trust Agreement. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under the Trust Agreement and, in its reasonable opinion, does not involve it in any expense or liability; provided, however, that the Depositor may in its discretion undertake any such action which it may deem necessary or desirable with respect to the Trust Agreement and the rights and duties of the parties thereto and the interests of the Holders.
Limitation on Liability of the Depositor the Seller, the Servicer, and Others.
Limitation on Liability of the Depositor the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to the Certificateholders 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 Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising
Limitation on Liability of the Depositor the Sellers, the Master Servicer and Others) of each PSA and Section
Limitation on Liability of the Depositor. (a) ---------------------------------------- The Depositor shall not be under any obligation to expend or risk its own funds or otherwise incur financial liability in the performance of its duties hereunder or under a Series Supplement or in the exercise of any of its rights or power if reasonable grounds exist for believing that the repayment or such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Limitation on Liability of the Depositor the Originator, the Master Servicer, the Swap Administrator, the Trust Administrator, the Servicer and Others.
Limitation on Liability of the Depositor the Back-up Servicer and the Servicer. None of the Depositor, the Servicer, the Back-up Servicer or any of the directors, officers, employees or agents of the Depositor, the Servicer or the Back-up Servicer shall be under any liability to the Trust or the Certificateholders 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 Back-up Servicer or the Servicer or any such Person against any breach of warranties, representations, covenants or agreements made herein, or against any specific liability imposed on each such party pursuant to this Agreement or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations or duties hereunder. The Depositor, the Back-up Servicer or the Servicer and any director, officer, employee or agent of the Depositor, the Back-up Servicer or the Servicer 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.
Limitation on Liability of the Depositor. The directors, officers, employees or agents of the Depositor shall not be under any liability to the Trust, the Trustee, the Certificateholders, First Sierra, the Servicer, the Trust Certificateholder or any other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the Depositor's execution and delivery of this Agreement and the issuance of the Certificates. The Depositor shall not be under any liability to the Trust, the Trustee, the Certificateholders, First Sierra, the Servicer, the Trust Certificateholder or any other Person for any action taken or for refraining from the taking of any action in its capacity as Depositor pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Depositor against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith, misrepresentation or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor may rely in good faith on any document of any kind prima facie properly executed and submitted by any other Person respecting any matters arising hereunder.
Limitation on Liability of the Depositor the Sellers, the Master Servicer and Others) of each PSA and Section 5.03 (Limitation on Liability of the Seller, the Master Servicer and Others) of each SSA. Please acknowledge your agreement by countersigning this letter in the space provided below and returning a copy to us. Sincerely, BAC HOME LOANS SERVICING, L.P. By: Name: Title: Accepted and Agreed: BANK OF AMERICA CORPORATION By: Name: Title: THE BANK OF NEW YORK MELLON By: Name: Title: CWALT 2004-10CB CWALT 2004-12CB CWALT 2004-13CB CWALT 2004-14T2 CWALT 2004-15 CWALT 2004-16CB CWALT 2004-17CB CWALT 2004-18CB CWALT 2004-20T1 CWALT 2004-22CB CWALT 2004-24CB CWALT 2004-25CB CWALT 2004-26T1 CWALT 2004-27CB CWALT 2004-28CB CWALT 2004-29CB CWALT 2004-2CB CWALT 2004-30CB CWALT 2004-32CB CWALT 2004-33 CWALT 2004-34T1 CWALT 2004-35T2 CWALT 2004-36CB CWALT 2004-3T1 CWALT 2004-4CB CWALT 2004-5CB CWALT 2004-6CB CWALT 2004-7T1 CWALT 2004-8CB CWALT 2004-9T1 CWALT 2004-J10 CWALT 2004-J11 CWALT 2004-J12 CWALT 2004-J13 CWALT 2004-J2 CWALT 2004-J3 CWALT 2004-J5 CWALT 2004-J6 CWALT 2004-J7 CWALT 2004-J8 CWALT 2004-J9 CWALT 2005-10CB CWALT 2005-11CB CWALT 2005-14 CWALT 2005-16 CWALT 2005-17 CWALT 2005-18CB CWALT 2005-1CB CWALT 2005-2 CWALT 2005-20CB CWALT 2005-21CB CWALT 2005-23CB CWALT 2005-24 CWALT 2005-25T1 CWALT 2005-26CB CWALT 2005-27 CWALT 2005-28CB CWALT 2005-29CB CWALT 2005-30CB CWALT 2005-31 CWALT 2005-32T1 CWALT 2005-33CB CWALT 2005-34CB CWALT 2005-35CB CWALT 2005-36 CWALT 2005-37T1 CWALT 2005-38 CWALT 2005-3CB CWALT 2005-4 CWALT 2005-40CB CWALT 2005-41 CWALT 2005-42CB CWALT 2005-43 CWALT 2005-44 CWALT 2005-45 CWALT 2005-46CB CWALT 2005-47CB CWALT 2005-48T1 CWALT 2005-49CB CWALT 2005-50CB CWALT 2005-51 CWALT 2005-53T2 CWALT 2005-54CB CWALT 2005-55CB CWALT 2005-56 CWALT 2005-57CB CWALT 2005-58 CWALT 2005-59 CWALT 2005-60T1 CWALT 2005-61 CWALT 2005-63 CWALT 2005-64CB CWALT 2005-65CB CWALT 2005-66 CWALT 2005-67CB CWALT 2005-69 CWALT 2005-6CB CWALT 2005-70CB CWALT 2005-71 CWALT 2005-72 CWALT 2005-73CB CWALT 2005-74T1 CWALT 2005-75CB CWALT 2005-76 CWALT 2005-77T1 CWALT 2005-79CB CWALT 2005-7CB CWALT 2005-80CB CWALT 2005-82 CWALT 2005-83CB CWALT 2005-84 CWALT 2005-85CB CWALT 2005-86CB CWALT 2005-9CB CWALT 2005-AR1 CWALT 2005-IM1 CWALT 2005-J10 CWALT 2005-J11 CWALT 2005-J12 CWALT 2005-J13 CWALT 2005-J14 CWALT 2005-J3 CWALT 2005-J4 CWALT 2005-J5 CWALT 2005-J6 CWALT 2005-J7 CWALT 2005-J8 CWALT 2005-J9 CWALT 2006-11CB CWALT 2006-12CB CWALT 2006-13T1 CWALT 2006-14CB CWALT 2006-15CB CWALT 2006-16CB CWALT 2006-17T1 CWA...
