Limitation on Liability of Depositor and Others. The Depositor and any director or officer or employee or agent of the Depositor may rely in good faith on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor and any director or officer or employee or agent of the Depositor shall be reimbursed by the Indenture Trustee for any contractual damages, liability or expense incurred by reason of the Indenture Trustee’s willful misfeasance, bad faith or negligence (except for errors in judgment) in the performance of its duties hereunder, or by reason of reckless disregard of its respective obligations and duties hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability. The indemnities contained in this Section shall survive the resignation of the Indenture Trustee or termination of this Agreement.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (Daimler Retail Receivables LLC), Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2011-1), Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2010-1)
Limitation on Liability of Depositor and Others. The Depositor and any director or officer or employee or agent of the Depositor may rely in good faith on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor and any director or officer or employee or agent of the Depositor shall be reimbursed by the the Indenture Trustee for any contractual damages, liability or expense incurred by reason of the Indenture Trustee’s willful misfeasance, bad faith or negligence (except for errors in judgment) in the performance of its duties hereunder, or by reason of reckless disregard of its respective obligations and duties hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability. The indemnities contained in this Section shall survive the resignation of the Indenture Trustee or termination of this Agreement.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2009-1)