Common use of Limitation on Liability of the Servicer and Others Clause in Contracts

Limitation on Liability of the Servicer and Others. The Servicer and the directors, officers, employees or agents of the Servicer shall not be under any liability to the Owner for (a) any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, (b) errors in judgment, or (c) any action or inaction in accordance with the direction or consent of the Owner; provided, however, this provision shall not protect the Servicer against any breach of warranties or representations made herein, any failure to perform its obligations in accordance with any standard of care set forth in this Agreement (unless in accordance with the direction or consent of the Owner), or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties or by reason of any breach of the terms and conditions of the Agreement. The Servicer and any officer, employee or agent of the 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. Subject to Section 6.1, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement and which may involve it in any expense or liability; provided, however, that the Servicer may, with the consent of the Owner, undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights, duties and the interests of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be reimbursed to the Servicer in accordance with Section 6.1.

Limitation on Liability of the Servicer and Others. The Servicer and the directors, officers, employees or agents of the Servicer shall not be under any liability to the Owner for (a) any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, (b) errors in judgment, or (c) any action or inaction in accordance with the direction or consent of the Owner; provided, however, this provision shall not protect the Servicer against any breach of warranties or representations made herein, any failure to perform its obligations in accordance with any standard of care set forth in this Agreement (unless in accordance with the direction or consent of the Owner), or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of any breach of the terms and conditions of the Agreement. The Servicer and any officer, employee or agent of the 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. Subject to Section 6.1, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement and which may involve it in any expense or liability; provided, however, that the Servicer may, with the consent of the Owner, undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights, duties and the interests of the parties hereto. In such event, the legal expenses and costs of such action and any liability lia-bility resulting therefrom shall be reimbursed to the Servicer in accordance with Section 6.1.

Limitation on Liability of the Servicer and Others. The Servicer and the directors, officers, employees or agents of the Servicer shall not be under any liability to the Owner for (a) any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, (b) errors in judgment, or (c) any action or inaction in accordance with the direction or consent of the Owner; provided, however, this provision shall not protect the Servicer against any breach of warranties or representations made herein, any failure to perform its obligations in accordance with any standard of care set forth in this Agreement (unless in accordance with the direction or consent of the Owner), or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of any breach of the terms and conditions of the Agreement. The Servicer and any officer, employee or agent of the 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. Subject to Section 6.1, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement and which may involve it in any expense or liability; provided, however, that the Servicer may, with the consent of the Owner, undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights, duties and the interests of the parties hereto. In such event, the legal expenses and costs of such action and any liability lia­bility resulting therefrom shall be reimbursed to the Servicer in accordance with Section 6.1.

Limitation on Liability of the Servicer and Others. The Except as provided in Section 5.4, neither the Servicer and nor any of the directors, officers, employees employees, members or agents of the Servicer shall not be under any liability to the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders, the Transferor or any other Person for (a) any action taken taken, or for refraining from the taking of any action action, in good faith in its capacity as Servicer pursuant to this Agreement, (b) errors in judgment, or (c) any action or inaction in accordance with the direction or consent of the Owner; provided, however, that this provision shall not protect the Servicer against or any breach of warranties directors, officers, employees, members or representations made herein, any failure to perform its obligations in accordance with any standard of care set forth in this Agreement (unless in accordance with the direction or consent agents of the Owner), or Servicer against any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence in the performance of its duties or by reason of any breach reckless disregard of the terms obligations and conditions of the Agreementduties hereunder. The Servicer and any director, officer, employee employee, member or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Servicer) respecting any matters arising hereunder. Subject to Section 6.1, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under as Servicer in accordance with this Agreement and which in its reasonable judgment may involve it in any expense or liability; provided, however, that the . The Servicer may, with the consent of the Ownerin its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Noteholders with respect to this Agreement and the rights, rights and duties of the parties hereto and the interests of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be reimbursed to the Servicer in accordance with Section 6.1Noteholders hereunder.

Limitation on Liability of the Servicer and Others. The Neither the Servicer and nor any of the directors, officers, employees or agents of the Servicer shall not be under any liability to either Seller (with respect to its related Mortgage Loans), the Owner Master Servicer, the NIMS Insurer, the Depositor or the Trustee hereunder for (a) any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, (b) or for errors in judgment, or (c) any action or inaction in accordance with the direction or consent of the Owner; provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, any or failure to perform its obligations in accordance strict compliance with any standard of care set forth in this Agreement (unless in accordance with the direction or consent of the Owner)Agreement, or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties or by reason of any breach of the terms and conditions of the this Agreement. The Servicer and any director, officer, employee or agent of the 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. Subject to Section 6.1, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, with the consent of the OwnerNIMS Insurer, the Trustee and the Master Servicer, undertake any such action which it may deem deems necessary or desirable with in respect to of this Agreement and the rights, rights and duties and the interests of the parties hereto. In such event, the Servicer shall be entitled to reimbursement from the Trust Fund for the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be reimbursed to the Servicer in accordance with Section 6.1action.

Limitation on Liability of the Servicer and Others. The Neither the Servicer and nor any of the directors, officers, employees or agents of the Servicer nor the Subservicer or any other subservicer shall not be under any liability to the Owner any Person for (a) any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, (b) or for errors in judgment, or (c) any action or inaction judgment made in accordance with the direction or consent of the Ownergood faith; provided, however, that this provision shall not protect the Servicer Servicer, the Subservicer or any such Person against any breach of warranties or representations made herein, any or failure to perform its obligations in accordance compliance with any standard of care set forth in this Agreement (unless in accordance with the direction or consent of the Owner)Agreement, or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties or by reason of any breach of the terms and conditions of the under this Agreement. The Servicer Servicer, the Subservicer, each other subservicer and any director, officer, employee or agent of the Servicer Servicer, the Subservicer or any such other subservicer 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. Subject to Section 6.1None of the Servicer, the Servicer Subservicer, nor any such other subservicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense expenses or liability; provided, however, that the Servicer Servicer, the Subservicer or another subservicer may, with the consent of the OwnerMaster Servicer, undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights, rights and duties and the interests of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be reimbursed to the Servicer in accordance with Section 6.1Servicing Advances.

Limitation on Liability of the Servicer and Others. The Except as provided in Section 7.04, neither the Servicer and nor any of the directors, officers, employees or agents of the Servicer in its capacity as Servicer shall not be under any liability to the Trust, the Owner Trustee, the Indenture Trustee, any Collateral Agent, the Noteholders or any other Person for (a) any action taken taken, or for refraining from the taking of any action action, in good faith in its capacity as Servicer pursuant to this Agreement, (b) errors in judgment, or (c) any action or inaction in accordance with the direction or consent of the Owner; provided, however, that this provision shall not protect the Servicer against or any breach of warranties directors, officers, employees or representations made herein, any failure to perform its obligations in accordance with any standard of care set forth in this Agreement (unless in accordance with the direction or consent agents of the Owner), or Servicer against any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence in the performance of its duties or by reason of any breach reckless disregard of the terms obligations and conditions of the Agreementduties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Servicer) respecting any matters arising hereunder. Subject to Section 6.1, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under as Servicer in accordance with this Agreement and which in its reasonable judgment may involve it in any expense or liability; provided, however, that the . The Servicer may, with the consent of the Ownerin its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Noteholders with respect to this Agreement and the rights, rights and duties of the parties hereto and the interests of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be reimbursed to the Servicer in accordance with Section 6.1Noteholders hereunder.

Limitation on Liability of the Servicer and Others. The Servicer and the directors, officers, employees or agents of the Servicer shall not be under any liability to the Owner for (a) any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, (b) errors in judgment, or (c) any action or inaction in accordance with the direction or consent of the Owner; provided, however, this provision shall not protect the Servicer against any breach of warranties or representations made herein, any failure to perform its obligations in accordance with any standard of care set forth in this Agreement (unless in accordance with the direction or consent of the Owner), or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of any breach of the terms and conditions of the Agreement. The Servicer and any officer, employee or agent of the 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. Subject to Section 6.1, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement and which may involve it in any expense or liability; provided, however, that the Servicer may, with the consent of the Owner, undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights, duties and the interests of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be reimbursed to the Servicer in accordance with Section 6.1.

Limitation on Liability of the Servicer and Others. The Neither the Servicer and nor any of the directors, officers, employees or agents of the Servicer shall not be under any liability to either Seller (with respect to its related Mortgage Loans), the Owner Master Servicer, the NIMS Insurer, the Depositor or the Trustee hereunder for (a) any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, (b) or for errors in judgment, or (c) any action or inaction in accordance with the direction or consent of the Owner; provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, any or failure to perform its obligations in accordance strict compliance with any standard of care set forth in this Agreement (unless in accordance with the direction or consent of the Owner)Agreement, or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties or by reason of any breach of the terms and conditions of the this Agreement. The Servicer and any director, officer, employee or agent of the 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. Subject to Section 6.1, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, with the consent of the OwnerNIMS Insurer and the Master Servicer, undertake any such action which it may deem deems necessary or desirable with in respect to of this Agreement and the rights, rights and duties and the interests of the parties hereto. In such event, the Servicer shall be entitled to reimbursement from the Trust Fund for the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be reimbursed to the Servicer in accordance with Section 6.1action.

Limitation on Liability of the Servicer and Others. The Except as provided in Section 7.04, neither the Servicer and nor any of the directors, officers, employees or agents of the Servicer in its capacity as Servicer shall not be under any liability to the Trust, the Transferor, the Owner Trustee, the Indenture Trustee, the Collateral Agent, the Noteholders or any other Person for (a) any action taken taken, or for refraining from the taking of any action action, in good faith in its capacity as Servicer pursuant to this Agreement, (b) errors in judgment, or (c) any action or inaction in accordance with the direction or consent of the Owner; provided, however, that this provision shall not protect the Servicer against or any breach of warranties directors, officers, employees or representations made herein, any failure to perform its obligations in accordance with any standard of care set forth in this Agreement (unless in accordance with the direction or consent agents of the Owner), or Servicer against any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence in the performance of its duties or by reason of any breach reckless disregard of the terms obligations and conditions of the Agreementduties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Servicer) respecting any matters arising hereunder. Subject to Section 6.1, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under as Servicer in accordance with this Agreement and which in its reasonable judgment may involve it in any expense or liability; provided, however, that the . The Servicer may, with the consent of the Ownerin its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Noteholders with respect to this Agreement and the rights, rights and duties of the parties hereto and the interests of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be reimbursed to the Servicer in accordance with Section 6.1Noteholders hereunder.

Limitation on Liability of the Servicer and Others. The Except as provided in Section 7.04, neither the Servicer and nor any of the directors, officers, employees or agents of the Servicer in its capacity as Servicer shall not be under any liability to the Owner Issuer, the Trustee, the holders of the Notes or any other Person for (a) any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement, (b) errors in judgment, or (c) any action or inaction in accordance with the direction or consent of the Owner; provided, however, that this provision shall not protect the Servicer or any such Person against any breach of warranties or representations made herein, any failure to perform its obligations in accordance with any standard of care set forth in this Agreement (unless in accordance with the direction or consent of the Owner), or any liability which that otherwise would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence in the performance of its duties or by reason of any breach reckless disregard of the terms obligations and conditions of the Agreementduties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting (other than the Servicer) with respect to any matters arising hereunder. Subject to Section 6.1, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which that is not incidental to its duties under as Servicer in accordance with this Agreement and which that in its reasonable judgment may involve it in any expense or liability; provided. Subject to the terms of the Transaction Documents, however, that the Servicer may, with the consent of the Ownerin its sole discretion, undertake any such legal action which that it may deem necessary or desirable for the benefit of the holders of the Notes with respect to this Agreement and the rights, rights and duties of the parties hereto and the interests of the parties hereto. In such event, holders of the legal expenses and costs of such action and any liability resulting therefrom shall be reimbursed to Notes issued by the Servicer in accordance with Section 6.1Issuer under the Indenture.

Limitation on Liability of the Servicer and Others. The Servicer and the directors, officers, employees or agents of the Servicer shall not be under any liability to the Owner for (a) any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, (b) errors in judgment, or (c) any action or inaction in accordance with the direction or consent of the Owner; provided, however, this provision shall not protect the Servicer against any breach of warranties or representations made herein, any failure to perform its obligations in accordance with any standard of care set forth in this Agreement (unless in accordance with the direction or consent of the Owner), or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of any breach of the terms and conditions of the Agreement. The Servicer and any officer, employee or agent of the 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. Subject to Section 6.1, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Agreement and which may involve it in any expense or liability; provided, however, that the Servicer may, with the consent of the Owner, undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights, duties and the interests of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs, and liabilities for which the Owner will be liable and the Servicer shall be entitled to be reimbursed to therefor from the Owner unless any such costs or liabilities result from the negligence, bad faith or willful misfeasance of the Servicer in accordance with Section 6.1performing such action.

Limitation on Liability of the Servicer and Others. The Servicer Except as -------------------------------------------------- provided in Section 5.4 with respect to the Issuer and the directorsOwner Trustee and ----------- Section 6.7 of the Indenture with respect to the Indenture Trustee, officers, neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall not be under any liability to the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or any other Person for (a) any action taken or for refraining from the taking of any action in good faith its capacity as Servicer pursuant to this Agreement, (b) errors in judgment, or (c) any action or inaction in accordance with the direction or consent of the Owner; provided, -------- however, that this provision shall not protect the Servicer or any such Person ------- against any breach of warranties or representations made herein, any failure to perform its obligations in accordance with any standard of care set forth in this Agreement (unless in accordance with the direction or consent of the Owner), or any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence in the performance of its duties or by reason of any breach of the terms and conditions of the Agreementits willful misconduct hereunder. The Servicer and any officer, director or officer or employee or agent of the 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. Subject to Section 6.1, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is does not incidental to arise out of its duties under activities in servicing the Receivables in accordance with this Agreement and which in its reasonable opinion may involve it in any expense or liability; provided, however, that the Servicer may, with the consent of the Owner, undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights, duties and the interests of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be reimbursed to the Servicer in accordance with Section 6.1.

Limitation on Liability of the Servicer and Others. The Neither the Servicer and nor any of the directors, officers, employees or agents of the Servicer shall not be under any liability to the Owner for (a) any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, (b) or for errors in judgment, or (c) any action or inaction in accordance with the direction or consent of the Owner; provided, however, that this provision shall not protect the Servicer or any such person against any breach of its warranties or representations made herein, any or failure to perform its obligations in accordance with any standard of care set forth in this Agreement (unless in accordance with the direction or consent of the Owner)Agreement, or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties or by reason of any breach of the terms and conditions of the this Agreement. The Servicer and any director, officer, employee or agent of the 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. Subject to Section 6.1, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer may, with the consent of the Owner, undertake any such action which it may deem necessary or desirable with in respect to of this Agreement and the rights, rights and duties and the interests of the parties hereto. In such event, the Servicer shall be entitled to reimbursement from the Owner for the legal expenses and costs of such action and any liability resulting therefrom shall be reimbursed to the Servicer in accordance with Section 6.1action.

Limitation on Liability of the Servicer and Others. The Neither the Servicer and nor the Master Servicer nor any of their directors, officers, employees or agents of the Servicer shall not be under any liability to the Owner Seller, the Program Administrator, the NIMS Insurer, if any, the Securities Administrator or the Trustee for (a) any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, (b) or for errors in judgment, or (c) any action or inaction in accordance with the direction or consent of the Owner; provided, however, that this provision shall not protect the Servicer or the Master Servicer or any such person against any breach of warranties or representations made herein, any or failure to perform its obligations in accordance strict compliance with any standard of care set forth in this Agreement (unless in accordance with the direction or consent of the Owner)Agreement, or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties or by reason of any breach of the terms and conditions of the this Agreement. The Servicer, the Master Servicer and any director, officer, employee or agent of the Servicer such person 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. Subject to Section 6.1, The Servicer and the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; , provided, however, that the Servicer and the Master Servicer may, with the consent of the OwnerTrustee, the Program Administrator, the Securities Administrator and the NIMS Insurer, if any, undertake any such action which it may deem necessary or desirable with in respect to of this Agreement and the rights, rights and duties and the interests of the parties hereto. In such event, the Servicer or the Master Servicer, as the case may be, shall be entitled to reimbursement from the Trust Fund for the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be reimbursed to the Servicer in accordance with Section 6.1action.