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

Limitation on Liability of the Servicers and Others. Neither the Servicers nor any of the officers, managers, members, employees or agents thereof shall be under any liability for any action taken or for refraining from the taking of any action in accordance with Accepted Master Servicing Practices or Accepted Special Servicing Practices, as applicable, and otherwise in good faith pursuant to this Servicing Agreement or for errors in judgment (not constituting negligence or willful misconduct); provided, however, that this provision shall not protect any Servicer or such Persons against any liability resulting from any breach of any representation or warranty made herein, or from any liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof; and provided, further, that this provision shall not protect any Servicer or such Persons against any liability that would otherwise be imposed by reason of the willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of the obligations or duties hereunder. Each Servicer and any officer, manager, member, employee or agent thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any appropriate Person respecting any matters arising hereunder. No Servicer shall, as applicable, be under any obligation to appear in, prosecute or defend any claim or legal action that is not incidental to its duties to service the Mortgage Loans in accordance with this Servicing Agreement.

Limitation on Liability of the Servicers and Others. Neither the Servicers nor or any of the directors, officers, managers, members, employees or agents thereof shall be under any liability for any action taken or for refraining from the taking of any action in accordance with Accepted Master Servicing Practices or Accepted Special Servicing Practices, as applicable, and otherwise in good faith pursuant to this Servicing Agreement or for errors in judgment (not constituting negligence or willful misconduct); provided, however, that this provision shall not protect any Servicer or such Persons of such Servicer against any liability resulting from any breach of any representation or warranty made herein, or from any liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof; and provided, further, that this provision shall not protect any Servicer or such Persons of such Servicer against any liability that would otherwise be imposed by reason of the willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of the obligations or duties hereunder. Each Servicer and any director, officer, manager, member, employee or agent thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any appropriate Person respecting any matters arising hereunder. No Servicer shall, as applicable, be under any obligation to appear in, prosecute or defend any claim or legal action that is not incidental to its duties to service the Mortgage Loans in accordance with this Servicing Agreement.