Common use of Controlling Party Clause in Contracts

Controlling Party. Notwithstanding any term or provision of this Agreement, the Collateral Agent shall incur no liability to the Issuer for any action taken or omitted by the Collateral Agent in connection with the Spread Account Agreement Collateral, except for any negligence, bad faith or willful misconduct on the part of the Collateral Agent and, further, shall incur no liability to the Non-Controlling Party except for the negligence, bad faith or willful misconduct of the Collateral Agent in carrying out its duties, if any, to the Non-Controlling Party. The Collateral Agent shall be completely protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document believed by the Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent manifest error or actual knowledge to the contrary) the Collateral Agent shall not be required to make any independent investigation with respect thereto. The Collateral Agent shall, at all times, be free independently to establish to its reasonable satisfaction the existence or nonexistence, as the case may be, of any fact the existence or nonexistence of which shall be a condition to the exercise or enforcement of any right or remedy under this Agreement or any of the Basic Documents.

Controlling Party. Notwithstanding any term or provision of this Agreement, the Collateral Agent Controlling Party shall incur no liability to OFL or the Issuer Seller for any action taken or omitted by the Collateral Agent Controlling Party in connection with the Spread Account Agreement Collateral, except for any gross negligence, bad faith or willful misconduct on the part of the Collateral Agent Controlling Party and, further, shall incur no liability to the Non-Controlling Party except for a breach of the terms of this Agreement or for gross negligence, bad faith or willful misconduct of the Collateral Agent in carrying out its duties, if any, to the Non-Controlling Party. The Collateral Agent Controlling Party shall be completely protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document believed by the Collateral Agent Controlling Party to be genuine and to have been duly executed by the appropriate signatory, and (absent manifest error or actual knowledge to the contrary) the Collateral Agent Controlling Party shall not be required to make any independent investigation with respect thereto. The Collateral Agent Controlling Party shall, at all times, be free independently to establish to its reasonable satisfaction the existence or nonexistence, as the case may be, of any fact the existence or nonexistence of which shall be a condition to the exercise or enforcement of any right or remedy under this Agreement or any of the Basic Transaction Documents.

Controlling Party. Notwithstanding any term or provision of this Agreement, the Collateral Agent Controlling Party shall incur no liability to the Issuer Trust for any action taken or omitted by the Collateral Agent Controlling Party in connection with the Spread Account Agreement Collateral, except for any gross negligence, bad faith or willful misconduct on the part of the Collateral Agent Controlling Party and, further, shall incur no liability to the Non-Controlling Party except for a breach of the terms of this Agreement or for gross negligence, bad faith or willful misconduct of the Collateral Agent in carrying out its duties, if any, to the Non-Controlling Party. The Collateral Agent Controlling Party shall be completely protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document believed by the Collateral Agent Controlling Party to be genuine and to have been duly executed by the appropriate signatory, and (absent manifest error or actual knowledge to the contrary) the Collateral Agent Controlling Party shall not be required to make any independent investigation with respect thereto. The Collateral Agent Controlling Party shall, at all times, be free independently to establish to its reasonable satisfaction the existence or nonexistence, as the case may be, of any fact the existence or nonexistence of which shall be a condition to the exercise or enforcement of any right or remedy under this Agreement or any of the Basic Transaction Documents.

Controlling Party. Notwithstanding any term or provision of this Agreement, the Collateral Agent Controlling Party shall incur no liability to the Issuer Issuer, Seller, Servicer or any secured party for any action taken or omitted by the Collateral Agent Controlling Party in connection with the Spread Account Agreement Collateral, except for any negligence, bad faith or willful misconduct on the part of the Collateral Agent Controlling Party and, further, shall incur no liability to the Non-Controlling Party except for a breach of the terms of this Agreement or for negligence, bad faith or willful misconduct of the Collateral Agent in carrying out its duties, if any, to the Non-Controlling Party. The Collateral Agent Controlling Party shall be completely protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document believed by the Collateral Agent Controlling Party to be genuine and to have been duly executed by the appropriate signatory, and (absent manifest error or actual knowledge to the contrary) the Collateral Agent Controlling Party shall not be required to make any independent investigation with respect thereto. The Collateral Agent Controlling Party shall, at all times, be free independently to establish to its reasonable satisfaction the existence or nonexistence, as the case may be, of any fact the existence or nonexistence of which shall be a condition to the exercise or enforcement of any right or remedy under this Agreement or any of the Basic Documents.

Controlling Party. Notwithstanding any term or provision of this Agreement, the Collateral Agent shall incur no liability to the Issuer Issuing Entity for any action taken or omitted by the Collateral Agent in connection with the Spread Account Agreement Collateral, except for any negligence, bad faith or willful misconduct on the part of the Collateral Agent and, further, shall incur no liability to the Non-Controlling Party except for the negligence, bad faith or willful misconduct of the Collateral Agent in carrying out its duties, if any, to the Non-Controlling Party. The Collateral Agent shall be completely protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document believed by the Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent manifest error or actual knowledge to the contrary) the Collateral Agent shall not be required to make any independent investigation with respect thereto. The Collateral Agent shall, at all times, be free independently to establish to its reasonable satisfaction the existence or nonexistence, as the case may be, of any fact the existence or nonexistence of which shall be a condition to the exercise or enforcement of any right or remedy under this Agreement or any of the Basic Documents.

Controlling Party. Notwithstanding any term or provision of this Agreement, the Collateral Agent Controlling Party shall incur no liability to Arcadia Financial or the Issuer Seller for any action taken or omitted by the Collateral Agent Controlling Party in connection with the Spread Account Agreement Collateral, except for any gross negligence, bad faith or willful misconduct on the part of the Collateral Agent Controlling Party and, further, shall incur no liability to the Non-Controlling Party except for a breach of the terms of this Agreement or for gross negligence, bad faith or willful misconduct of the Collateral Agent in carrying out its duties, if any, to the Non-Controlling Party. The Collateral Agent Controlling Party shall be completely protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document believed by the Collateral Agent Controlling Party to be genuine and to have been duly executed by the appropriate signatory, and (absent manifest error or actual knowledge to the contrary) the Collateral Agent Controlling Party shall not be required to make any independent investigation with respect thereto. The Collateral Agent Controlling Party shall, at all times, be free independently to establish to its reasonable satisfaction the existence or nonexistence, as the case may be, of any fact the existence or nonexistence of which shall be a condition to the exercise or enforcement of any right or remedy under this Agreement or any of the Basic Transaction Documents.

Controlling Party. Notwithstanding any term or provision of this Agreement, the Collateral Agent Controlling Party shall incur no liability to the Issuer Transferor or any Reversionary Holder for any action taken or omitted by the Collateral Agent Controlling Party in connection with the Spread Account Agreement Collateral, except for any gross negligence, bad faith or willful misconduct on the part of the Collateral Agent Controlling Party and, further, shall incur no liability to the Non-Controlling Party except for a breach of the terms of this Agreement or for gross negligence, bad faith or willful misconduct of the Collateral Agent in carrying out its duties, if any, to the Non-Controlling Party. The Collateral Agent Controlling Party shall be completely protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document believed by the Collateral Agent Controlling Party to be genuine and to have been duly executed by the appropriate signatory, and (absent manifest error or actual knowledge to the contrary) the Collateral Agent Controlling Party shall not be required to make any independent investigation with respect thereto. The Collateral Agent Controlling Party shall, at all times, be free independently to establish to its reasonable satisfaction the existence or nonexistence, as the case may be, of any fact the existence or nonexistence of which shall be a condition to the exercise or enforcement of any right or remedy under this Agreement or any of the Basic Transaction Documents.

Controlling Party. Notwithstanding any term or provision of this Security Agreement, the Collateral Agent Controlling Party shall incur no liability to AFL, the Seller or the Issuer for any action taken or omitted by the Collateral Agent Controlling Party in connection with the Spread Account Agreement Collateral, except for any gross negligence, bad faith or willful misconduct on the part of the Collateral Agent Controlling Party and, further, shall incur no liability to the Non-Controlling Party Parties except for a breach of the terms of this Security Agreement or for gross negligence, bad faith or willful misconduct of the Collateral Agent in carrying out its duties, if any, duties to the Non-Controlling PartyParties. The Collateral Agent Controlling Party shall be completely protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document believed by the Collateral Agent Controlling Party to be genuine and to have been duly executed by the appropriate signatory, and (absent manifest error or actual knowledge to the contrary) the Collateral Agent Controlling Party shall not be required to make any independent investigation with respect thereto. The Collateral Agent Controlling Party shall, at all times, be free independently to establish to its reasonable satisfaction the existence or nonexistence, as the case may be, of any fact the existence or nonexistence of which shall be a condition to the exercise or enforcement of any right or remedy under this Security Agreement or any of the Basic Transaction Documents.

Controlling Party. Notwithstanding any term or provision of this Agreement, the Collateral Agent shall incur no liability to the Issuer Trust for any action taken or omitted by the Collateral Agent in connection with the Spread Account Agreement Collateral, except for any negligence, bad faith or willful misconduct on the part of the Collateral Agent and, further, shall incur no liability to the Non-Controlling Party except for the negligence, bad faith or willful misconduct of the Collateral Agent in carrying out its duties, if any, to the Non-Controlling Party. The Collateral Agent shall be completely protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document believed by the Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent manifest error or actual knowledge to the contrary) the Collateral Agent shall not be required to make any independent investigation with respect thereto. The Collateral Agent shall, at all times, be free independently to establish to its reasonable satisfaction the existence or nonexistence, as the case may be, of any fact the existence or nonexistence of which shall be a condition to the exercise or enforcement of any right or remedy under this Agreement or any of the Basic Documents.

Controlling Party. Notwithstanding any term or provision of this Agreement, the Collateral Agent Controlling Party shall incur no liability to the Issuer Seller for any action taken or omitted by the Collateral Agent Controlling Party in connection with the Spread Account Agreement Collateral, except for any gross negligence, bad faith or willful misconduct on the part of the Collateral Agent Controlling Party and, further, shall incur no liability to the Non-Controlling Party except for a breach of the terms of this Agreement or for gross negligence, bad faith or willful misconduct of the Collateral Agent in carrying out its duties, if any, to the Non-Controlling Party. The Collateral Agent Controlling Party shall be completely protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document believed by the Collateral Agent Controlling Party to be genuine and to have been duly executed by the appropriate signatory, and (absent manifest error or actual knowledge to the contrary) the Collateral Agent Controlling Party shall not be required to make any independent investigation with respect thereto. The Collateral Agent Controlling Party shall, at all times, be free independently to establish to its reasonable satisfaction the existence or nonexistence, as the case may be, of any fact the existence or nonexistence of which shall be a condition to the exercise or enforcement of any right or remedy under this Agreement or any of the Basic Transaction Documents.

Controlling Party. Notwithstanding any term or provision of this Agreement, the Collateral Agent shall incur no liability to the Issuer for any action taken or omitted by the Collateral Agent in connection with the Spread Account Agreement Collateral, except for any negligence, bad faith or willful misconduct on the part of the Collateral Agent and, further, shall incur no liability to the Non-Non- Controlling Party except for a breach of the terms of this Agreement or for negligence, bad faith or willful misconduct of the Collateral Agent in carrying out its duties, if any, to the Non-Controlling Party. The Collateral Agent shall be completely protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document believed by the Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent manifest error or actual knowledge to the contrary) the Collateral Agent shall not be required to make any independent investigation with respect thereto. The Collateral Agent shall, at all times, be free independently to establish to its reasonable satisfaction the existence or nonexistence, as the case may be, of any fact the existence or nonexistence of which shall be a condition to the exercise or enforcement of any right or remedy under this Agreement or any of the Basic Transaction Documents.

Controlling Party. Notwithstanding any term or provision of this Agreement, the Collateral Agent Controlling Party shall incur no liability to the Issuer Transferor for any action taken or omitted by the Collateral Agent Controlling Party in connection with the Spread Account Agreement Collateral, except for any gross negligence, bad faith or willful misconduct on the part of the Collateral Agent Controlling Party and, further, shall incur no liability to the Non-Controlling Party except for a breach of the terms of this Agreement or for gross negligence, bad faith or willful misconduct of the Collateral Agent in carrying out its duties, if any, to the Non-Controlling Party. The Collateral Agent Controlling Party shall be completely protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document believed by the Collateral Agent Controlling Party to be genuine and to have been duly executed by the appropriate signatory, and (absent manifest error or actual knowledge to the contrary) the Collateral Agent Controlling Party shall not be required to make any independent investigation with respect thereto. The Collateral Agent Controlling Party shall, at all times, be free independently to establish to its reasonable satisfaction the existence or nonexistence, as the case may be, of any fact the existence or nonexistence of which shall be a condition to the exercise or enforcement of any right or remedy under this Agreement or any of the Basic Transaction Documents.

Controlling Party. Notwithstanding any term or provision of this Security Agreement, the Collateral Agent Controlling Party shall incur no liability to OFL, the Seller or the Issuer for any action taken or omitted by the Collateral Agent Controlling Party in connection with the Spread Account Agreement Collateral, except for any gross negligence, bad faith or willful misconduct on the part of the Collateral Agent Controlling Party and, further, shall incur no liability to the Non-Controlling Party Parties except for a breach of the terms of this Security Agreement or for gross negligence, bad faith or willful misconduct of the Collateral Agent in carrying out its duties, if any, duties to the Non-Controlling PartyParties. The Collateral Agent Controlling Party shall be completely protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document believed by the Collateral Agent Controlling Party to be genuine and to have been duly executed by the appropriate signatory, and (absent manifest error or actual knowledge to the contrary) the Collateral Agent Controlling Party shall not be required to make any independent investigation with respect thereto. The Collateral Agent Controlling Party shall, at all times, be free independently to establish to its reasonable satisfaction the existence or nonexistence, as the case may be, of any fact the existence or nonexistence of which shall be a condition to the exercise or enforcement of any right or remedy under this Security Agreement or any of the Basic Transaction Documents.