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

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Master Servicer, the NIMS Insurer, the Depositor or the Trustee hereunder 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 Servicer 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 which would otherwise be imposed by reason of any breach of the terms and conditions of 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. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties 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 NIMS Insurer, the Trustee and the Master Servicer, undertake any such action which it deems necessary or desirable in respect of this Agreement and the rights and duties 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.

Limitation on Liability of the Servicer and Others. Neither the The Servicer nor any of and the directors, officers, employees or agents of the Servicer shall not be under any liability to the Seller, the Master Servicer, the NIMS InsurerTrustee, the Depositor or the Trustee hereunder any Certificateholder (i) for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement, or (ii) for errors in judgmentjudgment made in good faith, (iii) for any action or inaction in accordance with the written direction or written consent of the Trustee, the Depositor or the Majority Certificateholders, as applicable, (iv) for any action or inaction resulting from the Trustee's or Custodian's failure to cause any Mortgage File (or portion thereof) to be released to the Servicer pursuant to Sections 2.18 or 4.2(c), or (v) for any action or inaction resulting from the Trustee's or the Depositor's failure to comply with Section 5.1(c); provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, or any failure to perform its obligations in strict compliance accordance with any standard of care set forth in this AgreementAgreement (unless in accordance with the written direction or written consent of the Trustee or the Depositor, as applicable) or any liability which that would otherwise be imposed by reason of any breach willful misconduct, bad faith or negligence in the performance of the terms and conditions duties or by reason of this Agreementreckless disregard of its respective obligations or duties 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 that appears, on its face, to be properly executed and submitted by any Person respecting any matters arising hereunder. The Subject to Section 5.1(b), 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 to service the Mortgage Loans in accordance with under this Agreement and which which, in its opinion opinion, may involve it result in any expense or liabilityliability to the Servicer; provided, however, that the Servicer may, with the consent of the NIMS Insurer, the Trustee and the Master Servicer, may undertake any such action which it deems may deem necessary or desirable in with respect of to this Agreement and the rights rights, duties, and duties 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 expenses, costs, and liabilities for which the Trust shall be liable and the Servicer shall be entitled to be reimbursed therefor from the Collection Account, unless any such costs or liabilities shall result from the negligence, bad faith or willful misfeasance of the Servicer in performing such action. The Servicer and any director, officer, employee or agent of the Servicer shall be indemnified and held harmless by the Trust against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its willful misfeasance, bad faith or negligence, or a breach of warranties or representations made herein by the Servicer or any failure by the Servicer to perform its obligations in accordance with the standard of care set forth in this Agreement (unless in accordance with the written direction of the Trustee, the Depositor or the Majority Certificateholders). Anything in this Agreement to the contrary notwithstanding, in no event shall the Servicer be liable for special, indirect, or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee has no obligation to give direction or consent to the Servicer and is not responsible for monitoring or supervising the Servicer's activity.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Master Servicer, the NIMS Insurer, the Depositor Trustee or the Trustee hereunder 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 -------- ------- Servicer or any such person against any breach liability that would otherwise be imposed by reason of warranties or representations made herein, or the failure to perform its obligations in strict compliance with any the standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of 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. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with arises under this Agreement and which in its opinion may involve it in any expense expenses or liability; provided, however, that the -------- ------- Servicer may, with the consent of the NIMS Insurer, the Trustee and the Master Servicer, may in its discretion undertake any such action which it deems may deem necessary or desirable in respect of to this Agreement and the rights and duties 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 actionaction and any liability resulting therefrom shall be expenses, costs and liabilities payable from the related Certificate Account and the Servicer shall be entitled to be reimbursed therefor out of such Certificate Account as provided by Section 6.02; provided that such reimbursement shall be made, -------- from time to time on one or more Remittance Dates, only out of the related Available Distribution Amount for such Remittance Date that remains after the distributions on both the Group I Certificates and the Group II Certificates for such Remittance Date have been made.

Limitation on Liability of the Servicer and Others. Neither -------------------------------------------------- the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Master Servicer, the NIMS Insurer, the Depositor Trustee or the Trustee hereunder 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 Servicer or any such person ------- against any breach liability that would otherwise be imposed by reason of warranties or representations made herein, or the failure to perform its obligations in strict compliance with any the standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of 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. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with arises under this Agreement and which in its opinion may involve it in any expense expenses or liability; provided, -------- however, that the Servicer may, with the consent of the NIMS Insurer, the Trustee and the Master Servicer, may in its discretion undertake any such action ------- which it deems may deem necessary or desirable in respect of to this Agreement and the rights and duties 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 actionaction and any liability resulting therefrom shall be expenses, costs and liabilities payable from the related Certificate Account and the Servicer shall be entitled to be reimbursed therefor out of such Certificate Account as provided by Section 6.02; provided that such reimbursement shall be -------- made, from time to time on one or more Remittance Dates, only out of the Available Distribution Amount for such Remittance Date that remains after the distributions on the Class A Certificates, Class M-1 Certificates and Class B Certificates for such Remittance Date have been made.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the SellerIssuer, the Master Servicer, the NIMS Insurer, the Depositor Indenture Trustee or the Trustee hereunder Securityholders for any action taken or for refraining from the taking of any action in good faith in connection with the servicing of the HELOCs pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer 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 which would otherwise be imposed by reason of any breach of the terms and conditions of 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. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties obligation to sell or duty to service the Mortgage Loans HELOCs in accordance with this Agreement and which in its opinion may involve it result in its incurring any expense expenses or liability; provided, however, that the Servicer may, with the consent of the NIMS Insurer, the Trustee and the Master Servicer, undertake any such action which it deems may deem necessary or desirable in respect of to this Agreement and the rights and duties 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 Issuer shall be liable, the Servicer shall be entitled to reimbursement therefor from the Trust Fund for Estate upon written demand to the reasonable legal expenses Securities Administrator except when such expenses, costs and costs of such actionliabilities are subject to the Servicer’s indemnification under Sections 3.01or 2.25.

Limitation on Liability of the Servicer and Others. Neither the Servicer Servicer, the general partner of the Servicer, nor any of the directors, officers, employees or agents of the Servicer (or its general partner) shall be under any liability to the Seller, the Master Servicer, the NIMS Insurer, the Depositor or the Trustee hereunder Owner 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 Servicer or any such person 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 which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. The Servicer Servicer, the general partner of the Servicer, and any director, officer, employee or agent of the Servicer (or its general partner) 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties 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 may, with the consent of the NIMS Insurer, the Trustee and the Master ServicerOwner, undertake any such action which it deems may deem necessary or desirable in respect of to this Agreement and the rights and duties 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 actionaction 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 therefor from the Owner upon written demand.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the The Servicer shall not be under any liability liable to the Seller, the Master Servicer, the NIMS Insurer, the Depositor Issuer or the Trustee hereunder Trustee, except as provided under this Agreement, for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer 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 which that would otherwise be imposed by reason of any breach willful misconduct, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement or the terms and conditions of this Intercreditor Agreement. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Trustee or on any document of any kind prima facie properly executed kind, reasonably believed to be genuine and submitted to have been signed by any Person the proper party respecting any matters arising hereunderunder this Agreement. The Except as provided in this Agreement, 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 to service the Mortgage Loans Transition Property in accordance with this Agreement or related to its obligation to pay indemnification, and which that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that the Servicer may, with the consent of the NIMS Insurer, the Trustee and the Master Servicer, may undertake any such reasonable action which that it deems may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties heretoto this Agreement and the interests of the Transition Bondholders under this Agreement. In such event, the Servicer shall be entitled to reimbursement from the Trust Fund for the reasonable legal expenses and costs of such actionaction and any liability resulting therefrom shall be expenses, costs and liabilities of the Servicer.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Master Servicer, the NIMS Insurer, the Depositor or the Trustee hereunder 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 Servicer 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 which would otherwise be imposed by reason of any breach of the terms and conditions of 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. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Serviced 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 NIMS Insurer, the Trustee and the Master Servicer, undertake any such action which it deems necessary or desirable in respect of this Agreement and the rights and duties 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.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Master Servicer, the NIMS Insurer, the Depositor or the Trustee hereunder 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 Servicer 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 which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. The Servicer and any stockholder, partner, member, manager, director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by any Person the proper authorities or persons respecting any matters arising hereunder. Except as otherwise provided in Section 5.02(b), the Servicer shall not be liable for any errors, inaccuracies or omissions of any Person not affiliated with the Servicer contained in any information, report, certificate, data or other document delivered to the Servicer or on which the Servicer must rely in order to perform its obligations hereunder and under the other Transaction Documents. The Servicer shall not be in default hereunder or incur any liability, except as provided in the proviso in the last sentence of this Section 5.14 for any failure, error or delay in carrying out its duties hereunder or under any other Transaction Document if such failure, error or delay results from the Servicer acting in accordance with information prepared or supplied by a Person other than the Servicer or any of its Affiliates or the failure or delay of any such Person to prepare or provide such information. Subject to the terms of Section 12.01 herein, the Servicer shall have no obligation to appear inwith respect to, prosecute or defend any legal action which is not incidental to its duties the Servicer’s duty to service the Mortgage Loans in accordance with this Agreement and which Agreement. The Servicer shall not be responsible for 106 the payment of any taxes imposed on or with respect to the Issuer (except to the extent of taxes attributable to the Servicer’s ownership, if any, of equity interests in its opinion may involve it in the Issuer) or for the fees of any expense or liability; provided, however, that the Servicer may, with the consent of the NIMS Insurer, the Trustee and the Master Successor Servicer, undertake any such action which it deems necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto. In such eventExcept as provided herein, the Servicer shall not be entitled under any liability to reimbursement any other party to the Agreement, the Noteholder, or the Certificateholder or any other Person for any action taken or for refraining from taking any action pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided notwithstanding anything to the Trust Fund for contrary contained herein, nothing shall protect the reasonable legal expenses and costs Servicer against any liability that would otherwise be imposed by reason of such actionits willful misfeasance, bad faith or negligence in the performance of duties or by reason of its willful misconduct hereunder.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Master Servicer, the NIMS Insurer, the Depositor or the Trustee hereunder 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 Servicer 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 which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. The Servicer and any stockholder, partner, member, manager, director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by any Person the proper authorities or persons respecting any matters arising hereunder. Except as otherwise provided in Section 5.02(b), the Servicer shall not be liable for any errors, inaccuracies or omissions of any Person not affiliated with the Servicer contained in any information, report, certificate, data or other document delivered to the Servicer or on which the Servicer must rely in order to perform its obligations hereunder and under the other Transaction Documents except to the extent that a Responsible Officer of the Servicer has actual knowledge of any such material error, inaccuracy or omission. The Servicer shall not be in default hereunder or incur any liability, except as provided in the proviso in the last sentence of this Section 5.14, for any failure, error or delay in carrying out its duties hereunder or under any other Transaction Document if such failure, error or delay results from the Servicer acting in accordance with information prepared or supplied by a Person other than the Servicer or any of its Affiliates or the failure or delay of any such Person to prepare or provide such information. The Servicer shall not be in default and shall incur no liability for any act or failure to act by any servicer primarily responsible for servicing Third Party Agented Loans. Subject to the terms of Section 12.01, the Servicer shall have no obligation to appear inwith respect to, prosecute or defend any legal action which is not incidental to its duties the Servicer’s duty to service the Mortgage Loans in accordance with this Agreement Agreement, and which that, in its opinion opinion, may involve it in cause the Servicer to incur any expense or liability; provided. The Servicer shall not be responsible for the payment of any taxes imposed on or with respect to the Issuer or for the fees of any Successor Servicer. Except as provided herein, however, that neither the Servicer maynor any of its directors, with officers, employees or agents shall be under any liability to any other party to this Agreement, any Noteholder or any other Person for any action taken or for refraining from taking any action pursuant to this Agreement, whether arising from express or implied duties under this Agreement or any other Transaction Document, or for errors in judgment; provided that, notwithstanding anything to the consent contrary contained herein, neither the Servicer nor any of its directors, officers, employees or agents shall be protected against any liability that would otherwise be imposed by reason of willful misconduct or gross negligence in the performance of the NIMS Insurer, the Trustee and the Master Servicer, undertake any such action which it deems necessary ’s duties or desirable in respect by reason of this Agreement and the rights its reckless disregard of its obligations and duties 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 actionhereunder.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Master Servicer, the NIMS Insurer, the Depositor or the Trustee hereunder 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 Servicer 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 which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. The Servicer and any stockholder, partner, member, manager, director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by any Person the proper authorities or persons respecting any matters arising hereunder. Except as otherwise provided in Section 5.02(b), the Servicer shall not be liable for any errors, inaccuracies or omissions of any Person not affiliated with the Servicer contained in any information, report, certificate, data or other document delivered to the Servicer or on which the Servicer reasonably relies in order to perform its obligations hereunder and under the other Transaction Documents except to the extent that a Responsible Officer of the Servicer has actual 60 BUSINESS.29147459.4 knowledge of any such material error, inaccuracy or omission. The Servicer shall not be in default hereunder or incur any liability, except as provided in the proviso in the last sentence of this Section 5.14, for any failure, error or delay in carrying out its duties hereunder or under any other Transaction Document if such failure, error or delay results from the Servicer acting in accordance with information prepared or supplied by a Person other than the Servicer or any of its Affiliates or the failure or delay of any such Person to prepare or provide such information. The Servicer shall not be in default and shall incur no liability for any act or failure to act by any servicer primarily responsible for servicing Third Party Agented Loans. Subject to the terms of Section 12.01 herein, the Servicer shall have no obligation to appear inwith respect to, prosecute or defend any legal action which is not incidental to its duties the Servicer’s duty to service the Mortgage Loans in accordance with this Agreement Agreement, and which that, in its opinion opinion, may involve it in cause the Servicer to incur any expense or liability. The Servicer shall not be responsible for the payment of any taxes imposed on or with respect to the Issuer or for the fees of any Successor Servicer. Except as provided herein, neither the Servicer nor any of its directors, officers, employees or agents shall be under any liability to any other party to this Agreement, any Noteholder, any Certificateholder or any other Person for any action taken or for refraining from taking any action pursuant to this Agreement, whether arising from express or implied duties under this Agreement or any other Transaction Document, or for errors in judgment; provided that, notwithstanding anything to the contrary contained herein, neither the Servicer nor any of its directors, officers, employees or agents shall be protected against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of the Servicer’s duties or by reason of its reckless disregard of its obligations and duties hereunder; provided, however, that the Servicer maywill not indemnify any party for any costs, with expenses, losses, claims, damages or liabilities arising from its breach of any covenant for which the consent purchase of the NIMS Insureraffected Loans is specified as the sole remedy hereunder. The Servicer is not required to indemnify any Person for any costs, expenses, losses, claims, damages or liabilities arising from its breach of any covenant for which the Trustee and the Master Servicer, undertake any such action which it deems necessary or desirable in respect of this Agreement and the rights and duties purchase of the parties hereto. In such event, affected Loans is specified as the Servicer shall be entitled to reimbursement from the Trust Fund for the reasonable legal expenses and costs of such actionsole remedy hereunder.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Master Servicer, the NIMS Insurer, the Depositor or the Trustee hereunder Trust for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect the Servicer 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 which would otherwise be imposed by reason of any breach of the terms and conditions of under this Agreement. Notwithstanding Section 8.01(a), the Servicer shall not be required to indemnify, or otherwise be liable to, the Master Servicer, the Trustee or the Trust or those referenced above for any claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses which the Trust is required to indemnify the Servicer for pursuant to Sections 8.01(b). 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. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties 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 may, with the consent of the NIMS Insurer, the Trustee and the Master Servicer, undertake any such action which it deems may deem necessary or desirable in with respect of to this Agreement and the rights and duties 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 actionaction and any liability resulting therefrom shall be expenses, costs and liabilities for which the Trust will be liable, the Servicer shall be entitled to reimbursement of such amounts from the Protected Account.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Master Servicer, the NIMS Insurer, the Depositor or the Trustee hereunder Purchaser for any action taken or for refraining from the taking of any action in good faith in connection with the servicing of the Mortgage Loans pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer 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 which would otherwise be imposed by reason of any breach of the terms and conditions of 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. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties obligation to sell or duty to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it result in its incurring any expense expenses or liability; provided, however, that the Servicer may, with the consent of the NIMS Insurer, the Trustee and the Master ServicerPurchaser, undertake any such action which it deems may deem necessary or desirable in respect of to this Agreement and the rights and duties 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 Purchaser shall be liable, the Servicer shall be entitled to reimbursement therefor from the Trust Fund for Purchaser upon written demand except when such expenses, costs and liabilities are subject to the reasonable legal expenses and costs of such actionServicer’s indemnification under Subsections 7.03 or 13.01.

Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Seller, the Master Servicer, the NIMS Insurer, the Depositor or the Trustee hereunder 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 Servicer 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 which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. The Servicer and any stockholder, partner, member, manager, director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by any Person the proper authorities or persons respecting any matters arising hereunder. Except as otherwise provided in Section 5.02(b), the Servicer shall not be liable for any errors, inaccuracies or omissions of any Person not affiliated with the Servicer contained in any information, report, certificate, data or other document delivered to the Servicer or on which the Servicer must rely in order to perform its obligations hereunder and under the other Transaction Documents except to the extent that a Responsible Officer of the Servicer has actual knowledge of any such material error, inaccuracy or omission. The Servicer shall not be in default hereunder or incur any liability, except as provided in the proviso in the last sentence of this Section 5.14, for any failure, error or delay in carrying out its duties hereunder or under any other Transaction Document if such failure, error or delay results from the Servicer acting in accordance with information prepared or supplied by a Person other than the Servicer or any of its Affiliates or the failure or delay of any such Person to prepare or provide such information. The Servicer shall not be in default and shall incur no liability for any act or failure to act by any servicer primarily responsible for servicing Third Party Agented Loans. Subject to the terms of Section 12.01 herein, the Servicer shall have no obligation to appear inwith respect to, prosecute or defend any legal action which is not incidental to its duties the Servicer’s duty to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in Agreement. The Servicer shall not be responsible for the payment of any expense taxes imposed on or liability; provided, however, that with respect to the Servicer may, with Issuer or for the consent fees of the NIMS Insurer, the Trustee and the Master any Successor Servicer, undertake any such action which it deems necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto. In such eventExcept as provided herein, the Servicer shall not be entitled under any liability to reimbursement any other party to this Agreement, any Noteholder, any Certificateholder or any other Person for any action taken or for refraining from taking any action pursuant to this Agreement whether arising from express or implied duties under this Agreement or any other Transaction Document; provided that, notwithstanding anything to the Trust Fund for contrary contained herein, nothing shall protect the reasonable legal expenses and costs Servicer against any liability that would otherwise be imposed by reason of such actionits willful misfeasance, bad faith or negligence in the performance of duties or by reason of its willful misconduct hereunder or thereunder.