Common use of Limitation on Liability of Seller and Others Clause in Contracts

Limitation on Liability of Seller and Others. Neither the Seller nor any of the directors or officers or employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, the Noteholders or the Certificateholders, except as provided under this Agreement for any action taken or omitted to be taken pursuant to this Agreement; provided, however, that this provision shall not protect the Seller against any liability that would otherwise be imposed by reason of willful misconduct or negligence in the performance of their respective duties under this Agreement. Each of the Seller and any director or officer or employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s Certificate, or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller shall not be under any obligation to appear in, prosecute, or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Seller may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Seller.

Limitation on Liability of Seller and Others. Neither the Seller nor any of the directors or officers or directors, officers, employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, the Noteholders or the Certificateholders, except as provided under this Agreement Purchaser for any action taken or omitted to be taken 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 Seller or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misconduct or negligence in any breach of the performance terms and conditions of their respective duties under this Agreement. Each of the The Seller and any director or officer or director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s Certificate, or on any document of any kind, kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that shall which is not be incidental to its obligations under duties to service the Mortgage Loans in accordance with this Agreement, Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Seller may may, with the consent of the Purchaser, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreementhereto. In such event, the Seller shall be entitled to reimbursement from the Purchaser of the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Selleraction.

Limitation on Liability of Seller and Others. Neither the Seller nor any of the directors or officers or directors, officers, employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, the Noteholders or the Certificateholders, except as provided under this Agreement Purchaser for any action taken or omitted to be taken 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 Seller or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misconduct or negligence in any breach of the performance terms and conditions of their respective duties under this Agreement. Each of the The Seller and any director or officer or director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s Certificate, or on any document of any kind, kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that shall which is not be incidental to its obligations under duties to service the Mortgage loans in accordance with this Agreement, Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Seller may may, with the consent of the Purchaser, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreementhereto. In such event, the Seller shall be entitled to reimbursement from the Purchaser of the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Selleraction.

Limitation on Liability of Seller and Others. Neither the Seller nor any of the directors or officers or directors, officers, employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, the Noteholders or the Certificateholders, except as provided under this Agreement Purchaser for any action taken or omitted to be taken 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 Seller or any such Person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misconduct or negligence in any breach of the performance terms and conditions of their respective duties under this Agreement. Each of the The Seller and any director or officer or director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s Certificate, or on any document of any kind, kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that shall which is not be incidental to its obligations under duties to service the Mortgage Loans in accordance with this Agreement, Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Seller may may, with the consent of the Purchaser, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreementhereto. In such event, the Seller shall be entitled to reimbursement from the Purchaser of the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Selleraction.

Limitation on Liability of Seller and Others. Neither the Seller nor any of the directors or officers or employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, the Noteholders or the Certificateholders, except as provided under this Agreement for any action taken or omitted to be taken pursuant to this Agreement; provided, however, that this provision shall not protect the Seller against any liability that would otherwise be imposed by reason of willful misconduct or negligence in the performance of their respective duties under this Agreement. Each of the (a) The Seller and any director or officer or employee or agent of the Seller may rely in good faith on the written advice of counsel, Opinion of Counsel, Officer’s Certificate, counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder any Basic Document. The Seller shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability. Except as provided in Section 8.3 hereof, neither the Seller nor any of the directors, officers, employees or agents of the Seller acting in such capacities shall be under any liability to the Trust, the Securityholders, any Support Provider or any other Person for any action taken or for refraining from the taking of any action in good faith in such capacities pursuant to this Agreement; provided, however, that this provision shall not protect the Seller may undertake or any reasonable action that it may deem necessary such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or desirable negligence in respect the performance of this Agreement and the rights duties or by reason of reckless disregard of obligations and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Sellerhereunder.

Limitation on Liability of Seller and Others. Neither the Seller nor any of the directors or officers or directors, officers, employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, the Noteholders or the Certificateholders, except as provided under this Agreement Purchaser for any action taken or omitted to be taken 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 Seller or any such person against any breach of warranties or representations made herein, its own negligent actions, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misconduct or negligence in any breach of the performance terms and conditions of their respective duties under this Agreement. Each of the The Seller and any director or officer or director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s Certificate, or on any document of any kind, kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that shall which is not be incidental to its obligations under duties to service the Mortgage Loans in accordance with this Agreement, Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Seller may may, with the prior written consent of the Purchaser, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreementhereto. In such event, the Seller shall be entitled to reimbursement from the Purchaser of the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Selleraction.

Limitation on Liability of Seller and Others. Neither the Seller nor any of the directors or officers or employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, Agent or the Class A Noteholders or the Certificateholders, except as provided under this Agreement for any action taken or omitted to be taken pursuant to this Agreement; provided, however, that this provision shall not protect the Seller against any liability that would otherwise be imposed by reason of willful misconduct or negligence in the performance of their respective duties under this Agreement. Each of the Seller and any director or officer or employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s 's Certificate, or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller shall not be under any obligation to appear in, prosecute, or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Seller may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Class A Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Seller.

Limitation on Liability of Seller and Others. Neither the Seller nor any of the directors or officers or directors, officers, employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, the Noteholders or the Certificateholders, except as provided under this Agreement Purchaser for any action taken or omitted to be taken 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 Seller or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in material compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misconduct or negligence in any breach of the performance terms and conditions of their respective duties under this Agreement. Each of the The Seller and any director or officer or director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s Certificate, or on any document of any kind, kind prima facie properly executed and submitted by any Person respecting with respect to any matters matter arising hereunder. The Seller shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that shall which is not be incidental to its obligations under duties to service the Mortgage Loans in accordance with this Agreement, Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Seller may may, with the prior written consent of the Purchaser, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreementhereto. In such event, the Seller shall be entitled to prompt reimbursement from the Purchaser of the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Selleraction.

Limitation on Liability of Seller and Others. The duties and obligations of Seller shall be determined solely by the express provisions of this Agreement; Seller shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement; and no implied warranties, covenants or obligations shall be read into this Agreement against Seller. Neither the Seller nor any of the directors or officers or directors, officers, employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, the Noteholders Purchaser for taking or the Certificateholders, except as provided under this Agreement for refraining from taking any action taken or omitted to be taken in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this AgreementAgreement or for errors in judgment; provided, however, that this provision shall not protect the Seller against any liability resulting from any material breach of any representation or warranty made herein; and, provided further, that this provision shall not protect Seller against any liability that would otherwise be imposed by reason of the willful misconduct misfeasance, bad faith or gross negligence in the performance of their respective duties under this Agreementor by reason of reckless disregard of its obligations or duties hereunder. Each of the Seller and any director or officer or director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s Certificate, or on any document of any kind, prima facie properly executed kind which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by any Person the proper authorities respecting any matters arising hereunder. The Subject to the terms of Section 12.01, Seller shall not be under any have no obligation to appear inwith respect to, prosecute, prosecute or defend any legal action that shall which is not be incidental to its obligations under Seller’s duty to service the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Seller may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Seller.

Limitation on Liability of Seller and Others. Neither the Seller nor any of the directors or officers or employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, Agent or the Class A Noteholders or the Certificateholders, except as provided under this Agreement for any action taken or omitted to be taken pursuant to this Agreement; provided, however, that this provision shall not protect the Seller against any liability that would otherwise be imposed by reason of willful misconduct or negligence in the performance of their respective duties under this Agreement. Each of the Seller and any director or officer or employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s Certificate, or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller shall not be under any obligation to appear in, prosecute, or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Seller may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Class A Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Seller.

Limitation on Liability of Seller and Others. The duties and obligations of the Seller shall be determined solely by the express provisions of this Agreement, and the Seller shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement. Neither the Seller nor any of the directors or officers or directors, officers, employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, the Noteholders or the Certificateholders, except as provided under this Agreement Purchaser for any action taken or omitted to be taken 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 Seller or any such person against any Breach of warranties or representations made herein, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misconduct or negligence in any breach of the performance terms and conditions of their respective duties under this Agreement. Each of the The Seller and any director or officer or director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s Certificate, or on any document of any kind, kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that shall which is not be incidental to its obligations under duties to service the Mortgage Loans in accordance with this Agreement, Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Seller may may, with the consent of the Purchaser, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreementhereto. In such event, the Seller shall be entitled to reimbursement from the Purchaser of the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Selleraction.

Limitation on Liability of Seller and Others. Neither the Seller nor any of the directors or officers or directors, officers, employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, the Noteholders or the Certificateholders, except as provided under this Agreement Purchaser for any action taken or omitted to be taken 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 Seller or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misconduct or negligence in any breach of the performance terms and conditions of their respective duties under this Agreement. Each of the The Seller and any director or officer or director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s Certificate, or on any document of any kind, kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that shall which is not be incidental to its obligations under duties to service the Mortgage Loans in accordance with this Agreement, Agreement and that which in its opinion may involve it in any expense or liability; , provided, however, that the Seller may may, with the consent of the Purchaser, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreementhereto. In such event, the Seller shall be entitled to reimbursement from the Purchaser of the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Seller.action...............23 -xi-

Limitation on Liability of Seller and Others. Neither the Seller nor any of the directors or officers or employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, the Noteholders or the Certificateholders, except as provided under this Agreement for any action taken or omitted to be taken pursuant to this Agreement; provided, however, that this provision shall not protect the Seller against any liability that would otherwise be imposed by reason of willful misconduct or negligence in the performance of their respective duties under this Agreement. Each of the The Seller and any director or officer or employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s Certificate, counsel or on any document of any kind, kind prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder this Agreement and the Second Step Receivables Assignment. The Seller and any director or officer or employee or agent of the Seller shall be reimbursed by the Indenture Trustee or Owner Trustee, as applicable, for any contractual damages, liability or expense incurred by reason of such trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of its duties under this Agreement, the Second Step Receivables Assignment, the Indenture or the Trust Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, the Second Step Receivables Assignment, the Indenture or the Trust Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Seller for any damages in the nature of special, indirect or consequential damages, however styled, including without limitation, lost profits. The Seller shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that shall is not be incidental to its obligations as Seller of the Receivables under this Agreement, Agreement and the Second Step Receivables Assignment and that in its opinion may involve it in any expense or liability; provided, however, that the Seller may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Seller.

Limitation on Liability of Seller and Others. Neither the Seller nor any of the directors or officers or employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, the Noteholders or the Certificateholders, except as provided under this Agreement for any action taken or omitted to be taken pursuant to this Agreement; provided, however, that this provision shall not protect the Seller against any liability that would otherwise be imposed by reason of willful misconduct or negligence in the performance of their respective duties under this Agreement. Each of the The Seller and any director or officer or employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s Certificate, counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder any Basic Document. The Seller shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability. Seller May Own Residual Pass-through Certificates or Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Securities with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Securities so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority or distinction as among all of the Securities; provided, however, that any Notes owned by the Seller may undertake or any reasonable action that it may deem necessary or desirable Affiliate thereof (other than the Cayman Trust), during the time such Securities are so owned by them, shall be without voting rights for any purpose set forth in respect the Basic Documents and such Securities shall not be entitled to the benefits of this Agreement the Note Policy. The Seller shall notify the Owner Trustee, the Trustee and the rights and duties Note Insurer promptly after it or any of its Affiliates become the parties to this Agreement and the interests owner of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Sellera Security.

Limitation on Liability of Seller and Others. Neither the Seller nor any of the directors or officers or employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, the Noteholders or the Certificateholders, except as provided under this Agreement for any action taken or omitted to be taken pursuant to this Agreement; provided, however, that this provision shall not protect the Seller against any liability that would otherwise be imposed by reason of willful misconduct or negligence in the performance of their respective duties under this Agreement. Each of the The Seller and any director or officer or employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s Certificate, counsel or on any document of any kind, kind prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder this Agreement and the Second Step Receivables Assignment. The Seller and any director or officer or employee or agent of the Seller shall be reimbursed by the Indenture Trustee or Owner Trustee, as applicable, for any contractual damages, liability or expense incurred by reason of such trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of its duties under this Agreement, the Second Step Receivables Assignment, the Indenture or the Trust Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, the Second Step Receivables Assignment, the Indenture or the Trust Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Seller for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. The Seller shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that shall is not be incidental to its obligations as Seller of the Receivables under this Agreement, Agreement and the Second Step Receivables Assignment and that in its opinion may involve it in any expense or liability; provided, however, that the Seller may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Seller.

Limitation on Liability of Seller and Others. The duties and obligations of Seller shall be determined solely by the express provisions of this Agreement; Seller shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement; and no implied warranties, covenants or obligations shall be read into this Agreement against Seller. Neither the Seller nor any of the directors or officers or directors, officers, employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, the Noteholders or the Certificateholders, except as provided under this Agreement Purchaser for any action taken or omitted to be taken for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith pursuant to this AgreementAgreement or for errors in judgment; provided, however, that this provision shall not protect the Seller against any liability resulting from any material breach of any representation or warranty made herein; and, provided further, that this provision shall not protect Seller against any liability that would otherwise be imposed by reason of the willful misconduct misfeasance, bad faith or gross negligence in the performance of their respective duties under this Agreementor by reason of reckless disregard of its obligations or duties hereunder. Each of the Seller and any director or officer or director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s Certificate, or on any document of any kind, prima facie properly executed kind which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by any Person the proper authorities respecting any matters arising hereunder. The Subject to the terms of Section 12.01, Seller shall not be under any have no obligation to appear inwith respect to, prosecute, prosecute or defend any legal action that shall which is not be incidental to its obligations under Seller's duty to service the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Seller may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Seller.

Limitation on Liability of Seller and Others. 77 Neither the Seller nor any of the directors or officers or employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, the Noteholders or the Certificateholders, except as provided under this Agreement for any action taken or omitted to be taken pursuant to this Agreement; provided, however, that this provision shall not protect the Seller against any liability that would otherwise be imposed by reason of willful misconduct or negligence in the performance of their respective duties under this Agreement. Each of the Seller and any director or officer or employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s Certificate, or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller shall not be under any obligation to appear in, prosecute, or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Seller may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Seller.

Limitation on Liability of Seller and Others. Neither the Seller nor any of the directors or officers or employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, the Noteholders or the Certificateholders, except as provided under this Agreement for any action taken or omitted to be taken pursuant to this Agreement; provided, however, that this provision shall not protect the Seller against any liability that would otherwise be imposed by reason of willful misconduct or negligence in the performance of their respective duties under this Agreement. Each of the Seller and any director or officer or employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s Certificate, or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller shall not be under any obligation to appear in, prosecute, or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Seller may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the 77 Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities of the Seller.

Limitation on Liability of Seller and Others. Neither the Seller nor any of the directors or officers or directors, officers, employees or agents of the Seller shall be under any liability to the Trust, the Trust Collateral Agent, the Noteholders or the Certificateholders, except as provided under this Agreement Purchaser for any action taken or omitted to be taken 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 Seller or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement or any other liability that which would otherwise be imposed by reason of willful misconduct or negligence in the performance of their respective duties under this Agreement. Each of the The Seller and any director or officer or director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel, Opinion of Counsel, Officer’s Certificate, or on any document of any kind, kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller shall not be under any obligation to appear in, prosecute, prosecute or defend any legal action that shall which is not be incidental to its obligations under duties to service the Mortgage Loans in accordance with this Agreement, Agreement and that which in its opinion may involve it in any expense or liability; provided, however, that the Seller may may, with the consent of the Purchaser, undertake any reasonable such action that which it may deem necessary or desirable in respect of to this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreementhereto. In such event, the Seller shall be entitled to reimbursement from the Purchaser of the reasonable legal expenses and costs of such action and action, unless any liability resulting therefrom shall be expenses, costs, and liabilities such costs result from a breach of the Seller’s representations and warranties made herein or its failure to perform its obligations in compliance with this Agreement.