Common use of Acceptance of Duties; Limitation of Liability Clause in Contracts

Acceptance of Duties; Limitation of Liability. (a) Except as otherwise provided in this Article VII, the Administrator acts solely as Administrator under this Agreement and not in its individual capacity, and the Titling Company Registrar acts solely as registrar under this Agreement and not in its individual capacity, and, to the fullest extent permitted by law, all Persons having any claim against the Administrator or the Titling Company Registrar by reason of the transactions contemplated by this Agreement will be entitled to payment or satisfaction thereof only in the manner and to the extent set forth in Section 7.9. The Administrator and the Titling Company Registrar agree to perform their respective duties under this Agreement but only upon the terms of this Agreement and each Series Supplement. Each of the Administrator and the Titling Company Registrar also agrees to disburse all moneys received by it constituting part of the Titling Company Assets upon the terms of this Agreement, each Series Supplement and each Servicing Agreement. (b) To the fullest extent permitted by law, neither the Administrator nor the Titling Company Registrar will be liable or accountable under this Agreement under any circumstances, except that neither the Administrator nor the Titling Company Registrar will be relieved from liability (i) for its intentional misconduct, gross negligence or knowing violation of law, (ii) in the case of the Administrator, for a default in the performance of its duties under this Agreement or (iii) to the extent that the loss or damage giving rise to such liability results from the failure of any representation or warranty contained in Section 7.7 (in the case of the Administrator) or Section 7.6 (in the case of the Titling Company Registrar) to be true and correct in all material respects as of the date as of which such representation or warranty was made (provided, that the exceptions specified in clauses (i), (ii) and (iii) do not limit any other part of this Article VII). In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence), to the fullest extent permitted by law: (i) neither the Administrator nor the Titling Company Registrar will be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Holder delivered pursuant to Section 7.4 with respect to such Holder’s Series Interest; (ii) neither the Administrator nor the Titling Company Registrar will be liable for any error of judgment made in good faith by an Authorized Officer of such Person unless it is proved that the Administrator or the Titling Company Registrar, as the case may be, was grossly negligent in ascertaining the pertinent facts; and (iii) neither the Administrator nor the Titling Company Registrar will be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 7.4. (c) No provision of this Agreement will require the Titling Company Registrar to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers under this Agreement, if the Titling Company Registrar has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it. (d) To the fullest extent permitted by law, neither the Administrator nor the Titling Company Registrar will be responsible for or in respect of, and makes no representation as to the validity or sufficiency of, any provision of this Agreement or for the due execution hereof by the Member or for the form, character, genuineness, sufficiency, value or validity of any of the Titling Company Assets or for or in respect of the validity or sufficiency of the Certificates or any related documents, and to the fullest extent permitted by law, neither the Administrator nor the Titling Company Registrar will in any event assume or incur any liability, duty or obligation to any Holder, other than as expressly provided for herein. (e) To the fullest extent permitted by law, in no event shall the Administrator or Titling Company Registrar be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications systems or services. Further, to the fullest extent permitted by law, neither the Administrator nor the Titling Company Registrar shall be responsible for special, indirect, punitive or consequential damages.

Acceptance of Duties; Limitation of Liability. (a) Except as otherwise provided in this Article VII, the Titling Company Administrator acts solely as Titling Company Administrator under this Agreement and not in its individual capacity, and the Titling Company Registrar acts solely as registrar under this Agreement and not in its individual capacity, and, to the fullest extent permitted by law, and all Persons having any claim against the Titling Company Administrator or the Titling Company Registrar by reason of the transactions contemplated by this Agreement will be entitled to payment or satisfaction thereof only in the manner and to the extent set forth in Section 7.97.8. The Titling Company Administrator and the Titling Company Registrar agree to perform their respective duties under this Agreement but only upon the terms of this Agreement and each Series SupplementAgreement. Each of the Titling Company Administrator and the Titling Company Registrar also agrees to disburse all moneys received by it constituting part of the Titling Company Assets upon the terms of this Agreement, each Series Supplement and each Servicing Agreement. (b) To Neither the fullest extent permitted by law, neither the Titling Company Administrator nor the Titling Company Registrar will be liable or accountable under this Agreement under any circumstances, except that neither the Titling Company Administrator nor the Titling Company Registrar will be relieved from liability (i) for its intentional misconductown negligent action, gross negligence its own negligent failure to act or knowing violation of law, its own willful misconduct or (ii) in the case of the Administrator, for a default in the performance of its duties under this Agreement or (iii) to the extent that the loss or damage giving rise to such liability results from the failure of any representation or warranty contained in Section 7.7 2.6 (in the case of the Titling Company Administrator) or Section 7.6 (in the case of the Titling Company Registrar) to be true and correct in all material respects as of the date as of which such representation or warranty was made (provided, that the exceptions specified in clauses (i), (ii) and (iiiii) do not limit any other part of this Article VII). In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence), to the fullest extent permitted by law:): (i) neither the Titling Company Administrator nor the Titling Company Registrar will be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Holder delivered pursuant to Section 7.4 with respect to such Holder’s Series Specified Interest; (ii) neither the Titling Company Administrator nor the Titling Company Registrar will be liable for any error of judgment made in good faith by an Authorized Officer of such Person unless it is proved that the Titling Company Administrator or the Titling Company Registrar, as the case may be, was grossly negligent in ascertaining the pertinent facts; and (iii) neither the Administrator nor the Titling Company Registrar Administrator will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 7.4.; (c) No provision of this Agreement will require the Titling Company Administrator or the Titling Company Registrar to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers under this Agreement, if the Titling Company Registrar has Administrator or the Titling Company Registrar, as the case may be, will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; (d) To Neither the fullest extent permitted by law, neither the Titling Company Administrator nor the Titling Company Registrar will be responsible for or in respect of, and makes no representation as to the validity or sufficiency of, any provision of this Agreement or for the due execution hereof by the Member or for the form, character, genuineness, sufficiency, value or validity of any of the Titling Company Assets or for or in respect of the validity or sufficiency of the Certificates or any related documents, and to the fullest extent permitted by law, neither the Titling Company Administrator nor the Titling Company Registrar will in any event assume or incur any liability, duty or obligation to any Holder, other than as expressly provided for herein.; and (e) To Neither the fullest extent permitted by law, in no event shall the Administrator or Titling Company Registrar be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications systems or services. Further, to the fullest extent permitted by law, neither the Administrator nor the Titling Company Registrar shall will be responsible under any obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement, at the request, order or direction of any Holder, unless such Holder has offered to the Titling Company Administrator or the Titling Company Registrar, as the case may be, security or indemnity satisfactory to it against the fees, costs, expenses and liabilities that may be incurred by the Titling Company Administrator or the Titling Company Registrar, as the case may be, therein or thereby. The right of the Titling Company Administrator or the Titling Company Registrar, as the case may be, to perform any discretionary act enumerated in this Agreement will not be construed as a duty, and the Titling Company Administrator will not be answerable for special, indirect, punitive other than its negligence or consequential damageswillful misconduct in the performance of any such act.

Acceptance of Duties; Limitation of Liability. (a) Except as otherwise provided in this Article VII, the Titling Trust Administrator acts solely as Titling Trust Administrator under this Agreement and not in its individual capacity, and the Titling Company Registrar Trustee acts solely as registrar trustee under this Agreement and not in its individual capacity, and, to the fullest extent permitted by law, and all Persons having any claim against the Titling Trust Administrator or the Titling Company Registrar Trustee by reason of the transactions contemplated by this Agreement will be entitled to payment or satisfaction thereof only in the manner and to the extent set forth in Section 7.97.8. The Titling Trust Administrator and the Titling Company Registrar Trustee agree to perform their respective duties under this Agreement but only upon the terms of this Agreement and each Series SupplementAgreement. Each of the Titling Trust Administrator and the Titling Company Registrar Trustee also agrees to disburse all moneys received by it constituting part of the Titling Company Trust Assets upon the terms of this Agreement, each Series Supplement and each Servicing Agreement. (b) To Neither the fullest extent permitted by law, neither the Titling Trust Administrator nor the Titling Company Registrar Trustee will be liable or accountable under this Agreement under any circumstances, except that neither the Titling Trust Administrator nor the Titling Company Registrar Trustee will be relieved from liability (i) for its intentional misconductown grossly negligent action, gross negligence its own grossly negligent failure to act or knowing violation of law, its own willful misconduct or (ii) in the case of the Administrator, for a default in the performance of its duties under this Agreement or (iii) to the extent that the loss or damage giving rise to such liability results from the failure of any representation or warranty contained in Section 7.7 2.8 (in the case of the Titling Trust Administrator) or Section 7.6 (in the case of the Titling Company RegistrarTrustee) to be true and correct in all material respects as of the date as of which such representation or warranty was made (provided, that the exceptions specified in clauses (i), (ii) and (iiiii) do not limit any other part of this Article VII). In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence), to the fullest extent permitted by law:): (i) neither the Titling Trust Administrator nor the Titling Company Registrar Trustee will be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Holder delivered pursuant to Section 7.4 with respect to such Holder’s Series Specified Interest; (ii) neither the Titling Trust Administrator nor the Titling Company Registrar Trustee will be liable for any error of judgment made in good faith by an Authorized Officer of such Person unless it is proved that the Titling Trust Administrator or the Titling Company Registrar, as the case may be, Trustee was grossly negligent in ascertaining the pertinent facts; and, (iii) neither the Administrator nor the Titling Company Registrar Trust Administrator will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 7.4; (iv) under no circumstance shall the Trustee (including in its individual capacity) be liable for any representation, warranty, covenant, or obligation or indebtedness of the Titling Trust hereunder or under the Transaction Documents or any other agreement, document or certificate contemplated by the foregoing; (v) the Trustee shall not be deemed to have actual or constructive knowledge of publicly available information or information contained in distribution reports or other reports delivered under the Transaction Documents; (vi) in no event shall the Trustee be liable for forces beyond its control including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, epidemics or pandemics, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; (vii) the Trustee shall not be deemed to have actual knowledge of any fact or event, including any event of default, unless a Responsible Officer of the Trustee has received written notice of such fact or event. The delivery of reports, information and documents to the Trustee shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Titling Trust’s, the Titling Trust Administrator's, the Holders’ or any other Person's compliance with any covenants in the Transaction Documents nor shall the Trustee have any duty to monitor or investigate to determine whether any such fact or event has occurred; (viii) the Trustee shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document, other than this Agreement or other documents to which it or BNYMTD is a party (under any role), and shall have no duty to inquire as to the performance or nonperformance of any provision, whether or not an original or a copy of such agreement has been provided to the Trustee; (ix) in no event shall the Trustee be responsible or liable for any special, indirect, incidental, consequential or punitive damages (including lost profits) with respect to any matter whatsoever arising out of this Trust Agreement, and in no event will the Trustee be liable for any amount in excess of the value of the Titling Trust Assets; (x) the Trustee shall not be liable for any action taken or omitted to be taken, or the default or misconduct, of the Initial Beneficiary, any Registered Pledgee, the Holders or the Titling Trust Administrator under any Transaction Document or otherwise and the Trustee shall have no obligation or liability to perform, monitor or supervise the performance of any the obligations of the Initial Beneficiary, any Registered Pledgee, the Holders or the Titling Trust Administrator under this Agreement or any other Transaction Document, or under any other document contemplated hereby or thereby, which are to be performed by the Initial Beneficiary, any Registered Pledgee, the Holders, the Titling Trust Administrator or any other Person under such documents; (xi) in the event that any of the Titling Trust Assets shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Titling Trust Assets, the Trustee is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, subject to compliance with applicable confidentiality agreements. In the event that the Trustee obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated; and (xii) if any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Agreement, or the Trustee is in doubt as to the action to be taken hereunder, the Trustee may, at its option, after sending written notice of the same to transaction parties, refuse to act until such time as it (a) receives a final non-appealable order of a court of competent jurisdiction directing delivery of the Titling Trust Assets or other appropriate resolution (b) receives a written instruction, executed by each of the parties involved in such disagreement or dispute, in a form reasonably acceptable to the Trustee, directing delivery of the Titling Trust Assets or other appropriate resolution. The Trustee will be entitled to act on any such written instruction or final, non-appealable order of a court of competent jurisdiction without further question, inquiry or consent. The Trustee may file an interpleader action in a state or federal court, and upon the filing thereof, Trustee will be relieved of all liability as to the Titling Trust Assets and will be entitled to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. (c) No provision of this Agreement will require the Titling Company Registrar Trust Administrator or the Trustee to expend or risk personal funds or otherwise incur any financial liability in the performance of any of its rights or powers under this AgreementAgreement or the other Transaction Documents, if the Titling Company Registrar has Trust Administrator or the Trustee will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it., and none of the provisions contained herein or therein shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Titling Trust Administrator hereunder or under any other Transaction Document; (d) To Neither the fullest extent permitted by law, neither the Titling Trust Administrator nor the Titling Company Registrar Trustee will be responsible for or in respect of, and makes no representation as to the validity or sufficiency of, any provision of this Agreement or for the due execution hereof by the Member Initial Beneficiary or for the form, character, genuineness, sufficiency, value or validity of any of the Titling Company Trust Assets or for or in respect of the validity or sufficiency of the Certificates or any related documents, and to the fullest extent permitted by law, neither the Titling Trust Administrator nor the Titling Company Registrar Trustee will in any event assume or incur any liability, duty or obligation to any Holder, other than as expressly provided for herein.; and (e) To Neither the fullest extent permitted Titling Trust Administrator nor the Trustee will be under any obligation to exercise any of the rights or powers vested in it by lawthis Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in no event shall relation to this Agreement, at the request, order or direction of any Holder, unless such Holder has offered to the Titling Trust Administrator or the Trustee, as the case may be, security or indemnity satisfactory to it against the fees, costs, expenses and liabilities that may be incurred by the Titling Company Registrar Trust Administrator or the Trustee, as the case may be, therein or thereby. The right of the Titling Trust Administrator and the Trustee to perform any discretionary act enumerated in this Agreement will not be responsible construed as a duty, and neither the Titling Trust Administrator nor the Trustee will be answerable for other than its gross negligence or liable for any failure or delay willful misconduct in the performance of its obligations hereunder arising out any such act. (f) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will: (i) require the consent or caused approval or authorization or order of, or the giving of notice to, or the registration with, or the taking of any other action in or required by, directly any state or indirectlyother governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, forces beyond its controltax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Trustee, includingor (iii) subject the Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Trustee contemplated hereby. The Trustee shall be entitled to obtain the advice of counsel (which advice shall be a reimbursable trust expense) to determine whether any action required to be taken pursuant to this Agreement or any other Transaction Document results in the consequences described in clauses (i), without limitation(ii) and (iii) of the preceding sentence. In the event that said counsel advises the Trustee that such action will result in such consequences, strikesthe Trustee, work stoppages, acts of war in conjunction with the related Holder or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of GodRegistered Pledgee will appoint an additional trustee pursuant to Section 7.12 hereof to proceed with such action. (g) It shall be the Titling Trust Administrator’s duty and responsibility, and interruptions, loss not the Trustee’s duty or malfunctions of utilities, communications systems or services. Furtherresponsibility, to the fullest extent permitted by law, neither the Administrator nor cause the Titling Company Registrar shall be responsible for specialTrust to respond to, indirectdefend, punitive participate in or consequential damagesotherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Titling Trust, its assets or the conduct of its business.

Acceptance of Duties; Limitation of Liability. (a) Except as otherwise provided in this Article VII, the Titling Trust Administrator acts solely as Titling Trust Administrator under this Agreement and not in its individual capacity, and the Titling Company Registrar Trustee acts solely as registrar trustee under this Agreement and not in its individual capacity, and, to the fullest extent permitted by law, and all Persons having any claim against the Titling Trust Administrator or the Titling Company Registrar Trustee by reason of the transactions contemplated by this Agreement will be entitled to payment or satisfaction thereof only in the manner and to the extent set forth in Section 7.97.8. The Titling Trust Administrator and the Titling Company Registrar Trustee agree to perform their respective duties under this Agreement but only upon the terms of this Agreement and each Series SupplementAgreement. Each of the The Titling Trust Administrator and the Titling Company Registrar Trustee also agrees to disburse all moneys received by it constituting part of the Titling Company Trust Assets upon the terms of this Agreement, each Series Supplement and each Servicing Agreement. (b) To Neither the fullest extent permitted by law, neither the Titling Trust Administrator nor the Titling Company Registrar Trustee will be liable or accountable under this Agreement under any circumstances, except that neither the Titling Trust Administrator nor the Titling Company Registrar Trustee will be relieved from liability (i) for its intentional misconductown negligent action, gross negligence its own negligent failure to act or knowing violation of law, its own willful misconduct or (ii) in the case of the Administrator, for a default in the performance of its duties under this Agreement or (iii) to the extent that the loss or damage giving rise to such liability results from the failure of any representation or warranty contained in Section 7.7 2.8 (in the case of the Titling Trust Administrator) or Section 7.6 (in the case of the Titling Company RegistrarTrustee) to be true and correct in all material respects as of the date as of which such representation or warranty was made (provided, that the exceptions specified in clauses (i), (ii) and (iiiii) do not limit any other part of this Article VII). In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence), to the fullest extent permitted by law:): (i) neither the Titling Trust Administrator nor the Titling Company Registrar Trustee will be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Holder delivered pursuant to Section 7.4 with respect to such Holder’s Series Specified Interest; (ii) neither the Titling Trust Administrator nor the Titling Company Registrar Trustee will be liable for any error of judgment made in good faith by an Authorized Officer of such Person unless it is proved that the Titling Trust Administrator or the Titling Company Registrar, as the case may be, Trustee was grossly negligent in ascertaining the pertinent facts; and (iii) neither the Administrator nor the Titling Company Registrar Trust Administrator will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 7.4.; (c) No provision of this Agreement will require the Titling Company Registrar Trust Administrator or the Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers under this Agreement, if the Titling Company Registrar has Trust Administrator or the Trustee will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.; (d) To Neither the fullest extent permitted by law, neither the Titling Trust Administrator nor the Titling Company Registrar Trustee will be responsible for or in respect of, and makes no representation as to the validity or sufficiency of, any provision of this Agreement or for the due execution hereof by the Member Initial Beneficiary or for the form, character, genuineness, sufficiency, value or validity of any of the Titling Company Trust Assets or for or in respect of the validity or sufficiency of the Certificates or any related documents, and to the fullest extent permitted by law, neither the Titling Trust Administrator nor the Titling Company Registrar Trustee will in any event assume or incur any liability, duty or obligation to any Holder, other than as expressly provided for herein.; and (e) To Neither the fullest extent permitted Titling Trust Administrator nor the Trustee will be under any obligation to exercise any of the rights or powers vested in it by lawthis Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in no event shall relation to this Agreement, at the request, order or direction of any Holder, unless such Holder has offered to the Titling Trust Administrator or the Trustee, as the case may be, security or indemnity satisfactory to it against the fees, costs, expenses and liabilities that may be incurred by the Titling Company Registrar Trust Administrator or the Trustee, as the case may be, therein or thereby. The right of the Titling Trust Administrator and the Trustee to perform any discretionary act enumerated in this Agreement will not be responsible construed as a duty, and neither the Titling Trust Administrator nor the Trustee will be answerable for other than its gross negligence or liable for any failure or delay willful misconduct in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications systems or services. Further, to the fullest extent permitted by law, neither the Administrator nor the Titling Company Registrar shall be responsible for special, indirect, punitive or consequential damagesany such act.