Common use of LIABILITY OF THE BACK-UP SERVICER Clause in Contracts

LIABILITY OF THE BACK-UP SERVICER. The Back-up Servicer shall not be liable to the Servicer, the Issuer, the Insurer, the Indenture Trustee or the Noteholders (i) by reason of any act, contract or transaction performed in good faith by the Back-up Servicer pursuant to this Servicing Agreement nor shall it be liable for any loss resulting therefrom or for any lost profit derived therefrom or any errors in judgment, so long as such act, contract or transaction shall, at the time at which it was performed or entered into, have been reasonable and prudent under the circumstances and shall have conformed in all material respects to the express provisions of this Servicing Agreement or (ii) for any action taken or for errors in judgment committed directly resulting from fraud, negligence or willful misconduct of the Seller, the Issuer, the Servicer, the Insurer, the Indenture Trustee or the Noteholders.

LIABILITY OF THE BACK-UP SERVICER. The Back-up Servicer shall not be liable to the Servicer, the IssuerDebtor, the InsurerSurety Bond Provider, the Indenture Trustee Collateral Agent or the Noteholders Noteholder (i) by reason of any act, contract or transaction performed in good faith by the Back-up Servicer pursuant to this Servicing Agreement nor shall it be liable for any loss resulting therefrom or for any lost profit derived therefrom or any errors in judgment, so long as such act, contract or transaction shall, at the time at which it was performed or entered into, have been reasonable and prudent under the circumstances and shall have conformed in all material respects to the express provisions of this Servicing Agreement or (ii) for any action taken or for errors in judgment committed directly resulting from fraud, negligence or willful misconduct of the Seller, the IssuerDebtor, the Servicer, the InsurerSurety Bond Provider, the Indenture Trustee Collateral Agent or the NoteholdersNoteholder.