Common use of Limitation on Liability of Back-up Servicer and Others Clause in Contracts

Limitation on Liability of Back-up Servicer and Others. (a) Neither the Back-up Servicer nor any of the directors, officers or employees or agents of the Back-up Servicer shall be under any liability to the Servicer, the Trustee, or the related Noteholders except as provided herein, for any action taken or for refraining from the taking of any action in good faith pursuant to this Master Agreement and any Series Supplement or for errors in judgment not involving willful misconduct, bad faith or negligence; provided, however, that this provision shall not protect the Back-up Servicer against any liability resulting from its breach of any representation or warranty made herein, nor shall this provision protect the Back-up Servicer against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of its duties hereunder. Neither the Back-up Servicer nor any of its directors, officers or employees or agents shall be under any liability of any kind or type to any Person arising from the incomplete or inaccurate contents of any Computer Tape provided by the Servicer. The Back-up Servicer and any director, officer, employee or agent of the Back-up Servicer may conclusively rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder or in connection with the transactions contemplated herein.

Limitation on Liability of Back-up Servicer and Others. (a) Neither the Back-up Servicer nor any of the directors, officers or officers, employees or agents of the Back-up Servicer shall be under any liability to the ServicerIssuer, the TrusteeIssuer Loan Trustee for the benefit of the Issuer, the Depositor, the Depositor Loan Trustee for the benefit of the Depositor or the related Noteholders Indenture Trustee except as provided hereinin this Agreement, for any action taken or for refraining from the taking of any action in good faith pursuant to this Master Agreement and any Series Supplement or for errors in judgment not involving willful misconduct, bad faith or negligenceAgreement; provided, however, that this provision shall not protect the Back-up Servicer against or any liability resulting from its breach of any representation or warranty made herein, nor shall this provision protect the Back-up Servicer such Person against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of obligations and duties hereunder. Neither under this Agreement or any violation of law by the Back-up Servicer nor any of its directorsor such Person, officers or employees or agents shall be under any liability of any kind or type to any Person arising from as the incomplete or inaccurate contents of any Computer Tape provided by the Servicercase may be. The Back-up Servicer and any director, officer, employee or agent of the Back-up Servicer may conclusively rely in good faith on the advice of counsel (including but not limited to counsel who may be employees of the Back-up Servicer) or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder under this Agreement other than any document that the Back-up Servicer is required to confirm or in connection with the transactions contemplated hereinverify pursuant to its Pre-Centralization Period Duties.

Limitation on Liability of Back-up Servicer and Others. (a) Neither the Back-up Servicer nor any of the directors, officers or officers, employees or agents of the Back-up Servicer shall be under any liability to the ServicerIssuer, the TrusteeIssuer Loan Trustee for the benefit of the Issuer, the Depositor, the Depositor Loan Trustee for the benefit of the Depositor or the related Noteholders Indenture Trustee except as provided hereinin this Agreement, for any action taken or for refraining from the taking of any action in good faith pursuant to this Master Agreement and any Series Supplement or for errors in judgment not involving willful misconduct, bad faith or negligenceAgreement; provided, however, that this provision shall not protect the Back-up Servicer against or any liability resulting from its breach of any representation or warranty made herein, nor shall this provision protect the Back-up Servicer such Person against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of obligations and duties hereunder. Neither under this Agreement or any violation of law by the Back-up Servicer nor any of its directorsor such Person, officers or employees or agents shall be under any liability of any kind or type to any Person arising from as the incomplete or inaccurate contents of any Computer Tape provided by the Servicercase may be. The Back-up Servicer and any director, officer, employee or agent of the Back-up Servicer may conclusively rely in good faith on the advice of counsel (including but not limited to counsel who may be employees of the Back-up Servicer) or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder under this Agreement other than any document that the Back-up Servicer is required to confirm or in connection with the transactions contemplated hereinverify pursuant to its Pre- Centralization Period Duties.

Limitation on Liability of Back-up Servicer and Others. (a) Neither the Back-up Servicer nor any of the directors, officers or officers, employees or agents of the Back-up Servicer shall be under any liability to the ServicerIssuer, the TrusteeIssuer Loan Trustee for the benefit of the Issuer, the Depositor, the Depositor Loan Trustee for the benefit of the Depositor, or the related Noteholders Indenture Trustee except as provided hereinin this Agreement, for any action taken or for refraining from the taking of any action in good faith pursuant to this Master Agreement and any Series Supplement or for errors in judgment not involving willful misconduct, bad faith or negligenceAgreement; provided, however, that this provision shall not protect the Back-up Servicer against or any liability resulting from its breach of any representation or warranty made herein, nor shall this provision protect the Back-up Servicer such Person against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of obligations and duties hereunder. Neither under this Agreement or any violation of law by the Back-up Servicer nor any of its directorsor such Person, officers or employees or agents shall be under any liability of any kind or type to any Person arising from as the incomplete or inaccurate contents of any Computer Tape provided by the Servicercase may be. The Back-up Servicer and any director, officer, employee or agent of the Back-up Servicer may conclusively rely in good faith on the advice of counsel (including but not limited to counsel who may be employees of the Back-up Servicer) or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder under this Agreement other than any document that the Back-up Servicer is required to confirm or in connection with the transactions contemplated hereinverify pursuant to its Pre- Centralization Period Duties.