Common use of Limitation on Liability of Seller Clause in Contracts

Limitation on Liability of Seller. Neither Seller nor any of --------------------------------- the directors or officers or employees or agents of Seller shall be under any liability to the Issuer, the Owner Trustee, the Noteholders or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect Seller or -------- ------- any such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct hereunder; and provided, further, -------- ------- that Seller shall be liable for any actual damages resulting directly from Seller's material failure to perform any of its obligations under this Agreement, but only if and to the extent that another remedy is not provided for and available hereunder. Seller and any director or officer or employee or agent of Seller 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. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, any payment by the Seller pursuant to this Section ------- 4.3 shall only be made to the extent the Seller has funds available for such --- purpose after amounts payable to Securityholders (as defined in the Receivables Purchase

Limitation on Liability of Seller. Neither Seller nor any of --------------------------------- the directors or officers or employees or agents of Seller shall be under any liability to the Issuer, the Owner Trustee, the Noteholders or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect Seller or -------- ------- any such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct hereunder; and provided, further, -------- ------- that Seller shall be liable for any actual damages resulting directly from Seller's material failure to perform any of its obligations under this Agreement, but only if and to the extent that another remedy is not provided for and available hereunder. Seller and any director or officer or employee or agent of Seller 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. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, any payment by the Seller pursuant to this Section ------- 4.3 shall only be made to the extent the Seller has funds available for such --- purpose after amounts payable to Securityholders (as defined in the Receivables PurchasePurchase Agreement) have been paid in full. Each party hereto agrees that the failure to make such payment shall not give rise to any claim against the Seller.

Limitation on Liability of Seller. Neither Seller nor any --------------------------------- of --------------------------------- the directors or officers or employees or agents of Seller shall be under any liability to the IssuerTrust, the Owner Trustee, the Noteholders Certificateholders or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision -------- ------- shall not protect Seller or -------- ------- any such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct hereunder; and provided, further, -------- ------- that Seller shall be liable -------- ------- for any actual damages resulting directly from Seller's material failure to perform any of its obligations under this Agreement, but only if and to the extent that another remedy is not provided for and available hereunder. Seller and any director or officer or employee or agent of Seller 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. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, any payment by the Seller pursuant to this Section ------- 4.3 7.3 shall only be made to the extent the Seller has funds available for --- such --- purpose after amounts payable to Securityholders (as defined in the Receivables PurchasePurchase Agreement) have been paid in full. Each party hereto agrees that the failure to make such payment shall not give rise to any claim against the Seller. 66

Limitation on Liability of Seller. Neither Seller nor any of --------------------------------- the directors or officers or employees or agents of Seller shall be under any liability to the IssuerTrust, the Owner Trustee, the Noteholders Certificateholders or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that -------- ------- this provision shall not protect Seller or -------- ------- any such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct hereunder; and provided, further, -------- ------- that Seller shall be liable for any actual -------- ------- damages resulting directly from Seller's material failure to perform any of its obligations under this Agreement, but only if and to the extent that another remedy is not provided for and available hereunder. Seller and any director or officer or employee or agent of Seller 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. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, any payment by the Seller pursuant to this Section ------- 4.3 7.3 shall only be made to the extent the Seller has funds ----------- available for such --- purpose after amounts payable to Securityholders (as defined in the Receivables PurchasePurchase Agreement) have been paid in full. Each party hereto agrees that the failure to make such payment shall not give rise to any claim against the Seller.