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 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.

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, 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.