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

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement; provided, that this provision shall not protect the Master Servicer or any such Person against any liability that would otherwise be imposed on it by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard thereof. The Master Servicer and any director, officer, employee or agent thereof 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 Master Servicer and any director, officer, employee or agent thereof shall be indemnified by the Issuer and held harmless against any loss, liability or expense incurred in connection with any Proceeding relating to this Agreement or the Securities, including any amount paid to the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders 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 Master Servicer or any such Person person against any liability that would otherwise be imposed on it by reason of its willful misfeasance, bad faith or gross negligence in the its performance of its duties hereunder or by reason of its reckless disregard thereoffor its obligations and duties under this Agreement. The Master Servicer ▇▇▇▇▇▇▇▇ and any director, officer, employee or agent thereof of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer shall be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans and Reserve Fund Mortgage Assets in accordance with this Agreement and that in its opinion may involve it in any expenses or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Securityholders hereunder. In such event, the legal expenses and costs of such action and any director, officer, employee or agent thereof liability resulting therefrom shall be indemnified by expenses, costs and liabilities of the Issuer and held harmless against any loss, liability or expense incurred in connection with any Proceeding relating the Master Servicer shall be entitled to this Agreement or be reimbursed therefor out of the Securities, including any amount paid to the Indenture Trustee pursuant to Collection Account it maintains as provided by Section 6.06(b), other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard4.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement; provided, that this provision shall not protect the Master Servicer or any such Person against any liability that would otherwise be imposed on it by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard thereof. The Master Servicer and any director, officer, employee or agent thereof 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 Master Servicer and any director, officer, employee or agent thereof shall be indemnified by the Issuer and held harmless against any loss, liability or expense incurred in connection with any Proceeding relating to this Agreement or the Securities, including any amount paid to the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregarddisregard thereof and shall be entitled to reimbursement therefor pursuant to Section 3.05(a)(xiii)

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Issuer, the Owner Trustee, the Indenture Trustee or the Securityholders 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 Master Servicer or any such Person person against any liability that would otherwise be imposed on it by reason of its willful misfeasance, bad faith or gross negligence in the its performance of its duties hereunder or by reason of its reckless disregard thereoffor its obligations and duties under this Agreement. The Master Servicer and any director, officer, employee or agent thereof of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer shall be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement and that in its opinion may involve it in any expenses or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any director, officer, employee or agent thereof liability resulting therefrom shall be indemnified by expenses, costs and liabilities of the Issuer Trust Fund and held harmless against any loss, liability or expense incurred in connection with any Proceeding relating the Master Servicer shall be entitled to this Agreement or be reimbursed therefor out of the Securities, including any amount paid to the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregardDistribution Account.

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of its the directors, officers, employees or agents of the Master Servicer shall be under any liability to the IssuerTrust, the Owner Trustee, the Indenture Trustee or the Securityholders 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 Master Servicer or any such Person person against any liability that would otherwise be imposed on it by reason of its willful misfeasance, bad faith or gross negligence in the its performance of its duties hereunder or by reason of its reckless disregard thereoffor its obligations and duties under this Agreement. The Master Servicer and any director, officer, employee or agent thereof of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer shall be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Agreement and that in its opinion may involve it in any expenses or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any director, officer, employee or agent thereof liability resulting therefrom shall be indemnified by expenses, costs and liabilities of the Issuer Trust Fund and held harmless against any loss, liability or expense incurred in connection with any Proceeding relating the Master Servicer shall be entitled to this Agreement or be reimbursed therefor out of the Securities, including any amount paid to the Indenture Trustee pursuant to Section 6.06(b), other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregardDistribution Account.