Common use of Limitation on Liability of Backup Servicer and Others Clause in Contracts

Limitation on Liability of Backup Servicer and Others. Neither the Backup Servicer nor any of the directors or officers or employees or agents of the Backup Servicer shall be under any liability to the Trust or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect the Backup Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Backup Servicer and any director or officer or employee or agent of the Backup Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Backup Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties under this Agreement and the Servicing Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Backup Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the Servicing Agreement and the rights and duties of the parties to this Agreement and the Servicing Agreement and the interests of the Certificateholders under this Agreement and the Servicing Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Backup Servicer shall be entitled to be reimbursed therefor. The Trustee shall distribute out of the Collection Account on the Distribution Date succeeding the delivery of the Opinion of Counsel referred to below, without regard to any deficiencies in the amounts required to be distributed pursuant to Section 5.06, any expenses, costs or liabilities required from the Trust pursuant to this Section 9.03, provided, however, that the Trustee shall only distribute amounts pursuant to this Section 9.03 upon the Trustee's receipt of an Opinion of Counsel to the effect that such distribution is permitted by this Agreement.

Limitation on Liability of Backup Servicer and Others. Neither (a) Subject to Section 3.01, neither the Backup Servicer nor any of the directors or officers or its directors, shareholders, officers, employees or agents of the Backup Servicer shall will be under any liability to the Master Trust, the Master Trust or Trustee, the Issuer, the Owner Trustee, the Indenture Trustee, the Servicer, the Seller, the Investor Certificateholders, except as provided under this Agreementthe Noteholders, any Enhancement Providers or any other Person for any action taken or for refraining from the taking of any action pursuant to in the capacity as Backup Servicer under this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall does not protect the Backup Servicer or any such Person against any liability that would otherwise be imposed by reason of (i) willful misfeasancewrongdoing, bad faith or faith, negligence in the performance of duties or by reason of reckless disregard of obligations and duties under hereunder, (ii) the breach of this AgreementAgreement by the Backup Servicer, (iii) the Backup Servicer’s failure to comply with requirements of applicable federal, state and local laws and regulations thereunder, in performing its duties as Backup Servicer hereunder or (iv) any failure of the representations and warranties made by the Backup Servicer hereunder or in connection herewith to be true and correct in all material respects when made or deemed made. The Backup Servicer and any director of its directors, shareholders, officers, employees or officer or employee or agent of the Backup Servicer agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. Except as provided in this Agreement, the The Backup Servicer shall will not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties under this Agreement and the Servicing Agreement, servicing responsibilities hereunder and that in its reasonable opinion may involve it in any expense or liability; provided. (b) The Backup Servicer will not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, however, that certificate or other data or document delivered to the Backup Servicer may undertake hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Master Trust, the Master Trust Trustee, the Issuer, the Owner Trustee, the Indenture Trustee, the Servicer, the Seller, the Investor Certificateholders, the Noteholders, any reasonable action that it may deem necessary Enhancement Providers or desirable any other Person will look only to the Servicer to perform such obligations. The Backup Servicer will have no responsibility and will not be in respect default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of their respective duties under this Agreement if such failure or delay results from the Backup Servicer acting in accordance with information prepared or supplied by any Person other than the Backup Servicer or the failure of any such other Person to prepare or provide such information. In the event the Backup Servicer becomes aware of errors, which in the opinion of the Backup Servicer, impairs its ability to perform its services hereunder, the Backup Servicer shall immediately notify the Servicer of such errors. The Backup Servicer will have no responsibility, will not be in default and will incur no liability for (i) any act or failure to act of any third party, including the Servicer, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party, (iii) the invalidity or unenforceability of any Dealer Note under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Dealer Note, or (v) the acts or omissions of any successor Backup Servicer. Except for the obligations undertaken by the Backup Servicer in this Agreement, the Backup Servicer will have no obligation to take any action, or to perform any of the duties of the Servicer, under the Pooling and Servicing Agreement or the other Transaction Documents until such time as the Backup Servicer has become the Successor Servicer pursuant to Section 10.02 of the Pooling and Servicing Agreement. Without limiting the foregoing, the Backup Servicer shall have no obligation for the items described on Exhibit B hereto (other than in connection with its backup servicing activities as described in Section 2.01), and shall have (i) no obligation to pay any taxes required to be paid by the Servicer, (ii) no obligation to pay any of the fees and expenses of any other party involved in the transaction and (iii) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer, including the original Servicer. (c) The Backup Servicer offers no representations concerning, and shall have no liability hereunder with respect to, the collectibility, enforceability or other characteristics of the Dealer Notes. The Backup Servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement or any Transaction Document if any such failure or delay results from the Backup Servicer acting in accordance with applicable laws, regulations or rules or from acts of God, war or terrorism, insurrection, strikes, stoppages of labor, power or equipment failure or malfunction (including that of any common carrier or transmission line), loss or malfunction of communications or computer (hardware or software) services, emergency conditions, tornado, flood, fire, earthquake or similar event, adverse weather conditions or any other factor, medium, instrumentality or any cause or circumstances, directly or indirectly, beyond the Backup Servicer’s control or for information prepared or supplied by a Person other than the Backup Servicer as contemplated hereunder or the failure of any such Person to prepare or provide such information. (d) Without limiting the foregoing, any liability of the Backup Servicer under or in connection with this Agreement or any Transaction Document shall be limited to direct damages caused as a result of its negligence, bad faith, willful misfeasance or recklessness or its failure to perform its obligations hereunder, and the Servicing Agreement Backup Servicer shall in no event have any liability for any indirect, consequential or punitive damages (including, but not limited to, loss of profit) irrespective of whether the Backup Servicer has been advised of the likelihood of such loss or damage and regardless of the rights form of action. (e) The Backup Servicer may conclusively rely on, and duties shall be fully protected in acting upon, the contents of any electronic file prepared by the Servicer, and any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Backup Servicer may rely conclusively on and shall be fully protected in acting upon the written instructions of any designated officer of the parties to this Agreement Agreement. (f) The Backup Servicer may consult counsel reasonably satisfactory to it and the Servicing Agreement and the interests of the Certificateholders under this Agreement and the Servicing Agreement. In such event, the legal expenses and costs written advice or opinion of such action and any liability resulting therefrom counsel shall be expensesfull and complete authorization and protection from liability in respect of any action taken, costs suffered or omitted by it hereunder in good faith and liabilities in accordance with such written advice or opinion of the Trust and the Backup Servicer shall be entitled to be reimbursed therefor. The Trustee shall distribute out of the Collection Account on the Distribution Date succeeding the delivery of the Opinion of Counsel referred to below, without regard to any deficiencies in the amounts required to be distributed pursuant to Section 5.06, any expenses, costs or liabilities required from the Trust pursuant to this Section 9.03, provided, however, that the Trustee shall only distribute amounts pursuant to this Section 9.03 upon the Trustee's receipt of an Opinion of Counsel to the effect that such distribution is permitted by this Agreementcounsel.

Limitation on Liability of Backup Servicer and Others. Neither the Backup Servicer nor any of the directors or officers or employees or agents of the Backup Servicer shall be under any liability to the Trust or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect the Backup Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Backup Servicer and any director or officer or employee or agent of the Backup Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Backup Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties under this Agreement and the Servicing Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Backup Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the Servicing Agreement and the rights and duties of the parties to this Agreement and the Servicing Agreement and the interests of the Certificateholders under this Agreement and the Servicing Agreement. In such event, the reasonable out-of-pocket legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Backup Servicer shall be entitled to be reimbursed therefortherefor pursuant to Section 5.06(d)(i). The Trustee shall distribute out of the Collection Account pursuant to Section 5.06(d)(i) on the Distribution Date succeeding the delivery of the Opinion of Counsel referred to below, without regard to any deficiencies in the amounts required to be distributed pursuant to Section 5.06, any such expenses, costs or liabilities required from the Trust pursuant to this Section 9.03, provided, however, that the Trustee shall only distribute amounts pursuant to this Section 9.03 upon the Trustee's receipt of an Opinion of Counsel to the effect that such distribution is permitted by this Agreement.