Limitation on Liability of Depositor and Others. (a) Neither the Depositor nor any of the directors, officers, employees or agents of the Depositor in its capacity as such shall be under any liability to the Issuing Entity, the Indenture Trustee, the Owner Trustee, the Securityholders or any other Person, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to the Basic Documents or for errors in judgment; provided, however, that this provision shall not protect the Depositor or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under the Basic Documents. The Depositor and any director or officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under the Basic Documents. (b) The Depositor and any director, officer or employee of the Depositor shall be reimbursed by the Owner Trustee for any contractual damages, liability or expense incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of such trustee’s duties under such agreement or the Trust Agreement or by reason of reckless disregard of its obligations and duties under such agreements; provided, however, in no event shall the Owner Trustee be liable for any damages in the nature of special, indirect or consequential damages, however styled, including, without limitation, lost profits. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations as Depositor of the Receivables and related Collateral Security under this Agreement and that in its opinion may involve it in any expense or liability.
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Samples: Trust Sale and Servicing Agreement (Wholesale Auto Receivables Corp), Trust Sale and Servicing Agreement (Superior Wholesale Inventory Financing Trust 2007-Ae-1)
Limitation on Liability of Depositor and Others. (a) Neither the Depositor nor any of the directors, officers, employees or agents of the Depositor in its capacity as such shall be under any liability to the Issuing Entity, the Indenture Trustee, the Owner Trustee, the Securityholders or any other Person, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to the Basic Documents or for errors in judgment; provided, however, that this provision shall not protect the Depositor or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under the Basic Documents. The Depositor and any director or officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement and the Basic Documents.
(b) Second Step Secured Notes Assignment. The Depositor and any director, director or officer or employee or agent of the Depositor shall be reimbursed by the CARAT Indenture Trustee or CARAT Owner Trustee Trustee, as applicable, for any contractual damages, liability or expense incurred by reason of such trustee’s willful misfeasance, bad faith or gross negligence (except errors in judgment) in the performance of such trustee’s its duties under such agreement this Agreement, the Second Step Secured Notes Assignment, the CARAT Indenture or the Trust Agreement Agreement, or by reason of reckless disregard of its obligations and duties under such agreements; providedthis Agreement, the Second Step Secured Notes Assignment, the CARAT Indenture or the Trust Agreement. In no event, however, in no event shall the CARAT Indenture Trustee or the CARAT Owner Trustee be liable to the Depositor for any damages in the nature of special, indirect or consequential damages, however styled, including, without limitation, including lost profits, even if either or both of them have been advised of the likelihood of such loss or damage. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations as Depositor of the Receivables COLT 20__-SN_ Secured Notes and related Collateral Security other Second Step Purchased Property under this Agreement and the Second Step Secured Notes Assignment and that in its opinion may involve it in any expense or liability.
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Samples: Trust Sale and Administration Agreement (Central Originating Lease Trust), Trust Sale and Administration Agreement (Central Originating Lease Trust)