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

Limitation on Liability of Servicer and Others. The Servicer shall not be liable to any Issuer, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of wilful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Serviced Intangible Transition Property in accordance with this Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may cause it to incur any expense or liability.

Limitation on Liability of Servicer and Others. The Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall not be liable under any liability to any Issuerthe 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 or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful a breach of this Agreement or willful misfeasance, bad faith faith, or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Serviced Intangible Transition Property Receivables in accordance with this Agreement or related to its obligation to pay indemnificationAgreement, and that in its reasonable opinion may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall not be liable under any liability to any Issuerthe Trust or the Certificateholders, except as provided under this Agreementhereunder, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmenthereto; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful a breach of this Agreement or willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreementhereunder. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreementhereunder. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its duties to service the Serviced Intangible Transition Property Receivables in accordance with this Agreement or related to its obligation to pay indemnificationAgreement, and that in its reasonable opinion may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall not be liable under any liability to any Issuer, except as provided under this Agreement, the Company for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or for errors in judgment; judgement, provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in material compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of wilful misfeasance, bad faith or gross negligence in any breach of the performance terms and conditions of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, respecting person with respect to any matters matter arising under this Agreementhereunder. Except as provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its duties to service the Serviced Intangible Transition Property Mortgage Loans in accordance with this Agreement or related to its obligation to pay indemnification, and that which in its reasonable opinion may cause involve it to incur in any expense or liability, provided, however, that the Servicer may, with the prior written consent of the Company, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to reimbursement from the Company of the reasonable legal expenses and costs of such action.

Limitation on Liability of Servicer and Others. The Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall not be liable under any liability to any Issuerthe 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 or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful misfeasancewillful misconduct, bad faith faith, or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Serviced Intangible Transition Property Receivables in accordance with this Agreement or related (collection actions with respect to its obligation Defaulted Receivables are understood to pay indemnificationbe incidental to the Servicer's duties to service the Receivables), and that in its reasonable opinion may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The Except as provided in Section 7.1, neither Servicer nor any of the directors, officers, employees or agents of Servicer in its capacity as Servicer shall not be liable under any liability to Owner or any Issuer, except as provided under this Agreement, other Person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement or for errors in judgmentAgreement; provided, however, provided that this provision shall not protect the Servicer or any such Person against any liability that which would otherwise be imposed by reason of wilful willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreementhereunder. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person (other than Servicer) respecting any matters arising under this Agreementhereunder. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its duties to service the Serviced Intangible Transition Property as Servicer in accordance with this Agreement or related to its obligation to pay indemnification, and that which in its reasonable opinion judgment may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall not be liable under any liability to any the Indenture Trustee, the Trust Collateral Agent, the Owner Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Issuer, the Demand Note Provider, the Note Insurer, the Transferor, the Noteholders or the Certificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful a breach of this Agreement or willful misfeasance, bad faith faith, or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its duties to service the Serviced Intangible Transition Property Receivables in accordance with this Agreement or related to its obligation to pay indemnificationAgreement, and that in its reasonable opinion may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The Servicer shall not be liable to any Issuer, except Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be liable to the Note Issuer or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful misfeasancewillful misconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees Indenture Trustee or 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental relating to its duties to service the Serviced Intangible Transition Property in accordance with this Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may cause it to incur any expense or liabilityProperty.

Limitation on Liability of Servicer and Others. The Servicer and any manager, officer, employee or agent of the Servicer 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 hereunder. The Servicer shall not be liable under any obligation to appear in, prosecute or defend any Issuerlegal 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. Neither the Servicer nor any of the managers, officers, employees or agents of the Servicer shall be under any liability to the Issuer or the Certificateholders or the Noteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of wilful willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Serviced Intangible Transition Property in accordance with this Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may cause it to incur any expense or liability.

Limitation on Liability of Servicer and Others. The Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall not be liable under any liability to any Issuerthe 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 or for errors in judgmentAgreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful a breach of this Agreement or willful misfeasance, bad faith faith, or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Serviced Intangible Transition Property Receivables in accordance with this Agreement or related to its obligation to pay indemnificationAgreement, and that in its reasonable opinion may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The Servicer shall not be liable to any Issuer, except Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be liable to the Issuer, the Indenture Trustee or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful misfeasancewillful misconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees Indenture Trustee or 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental relating to its duties to service the Serviced Intangible Series 2003-1 Transition Property in accordance with this Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may cause it to incur any expense or liabilityProperty.

Limitation on Liability of Servicer and Others. The Except as provided in Section 7.1, neither Servicer nor any of the directors, officers, employees or agents of Servicer in its capacity as Servicer shall not be liable under any liability to Issuer or any Issuer, except as provided under this Agreement, other Person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement or for errors in judgmentAgreement; provided, however, provided that this provision shall not protect the Servicer or any such Person against any liability that which would otherwise be imposed by reason of wilful willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreementhereunder. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person (other than Servicer) respecting any matters arising under this Agreementhereunder. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its duties to service the Serviced Intangible Transition Property as Servicer in accordance with this Agreement or related to its obligation to pay indemnification, and that which in its reasonable opinion judgment may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The Servicer shall not be liable to the Issuer, the Trustee, the holders of the Transition Bonds or any Issuerother Person, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of wilful misfeasancewillful misconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees Trustee or 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Serviced Intangible Transferred Bondable Transition Property in accordance with this Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may cause it to incur any expense or liability.

Limitation on Liability of Servicer and Others. The Servicer shall not be liable to any Issuerthe Issuer or the Trustee, except as provided under this Servicing Agreement, for any action taken or for refraining from the taking of any action pursuant to this Servicing Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of wilful misfeasancewillful misconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Servicing Agreement. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Servicing Agreement. Except as provided in this Servicing Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Serviced Intangible Transferred Bondable Transition Property in accordance with this Servicing Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may cause it to incur any expense or liability.

Limitation on Liability of Servicer and Others. The Neither the Servicer nor any of its directors, officers, employees or agents shall not be liable under any liability to any the Issuer, the Noteholders 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 or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any director of their respective directors, officers, employees or officer or employee or agent of the Servicer agents may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its duties to service the Serviced Intangible Transition Property Receivables in accordance with this Agreement or related to its obligation to pay indemnificationAgreement, and that in its reasonable opinion may cause involve it to incur in any expense or liability; provided, however, that the Servicer, may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable to protect the interests of the Certificateholders under the Trust Agreement and the Noteholders under the Indenture.

Limitation on Liability of Servicer and Others. The Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall not be liable under any liability to any Issuerthe 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 or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of wilful a breach of this Agreement or willful misfeasance, bad faith faith, or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Serviced Intangible Transition Property Receivables in accordance with this Agreement or related to its obligation to pay indemnificationAgreement, and that in its reasonable opinion may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall not be liable under any liability to any Issuerthe 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 or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful willful misfeasance, bad faith faith, or gross negligence in the performance of its duties or by reason reasons of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its duties to service the Serviced Intangible Transition Property Receivables in accordance with this Agreement or related (collection actions with respect to its obligation Defaulted Receivables are understood to pay indemnificationbe incidental to the Servicer's duties to service the Receivables), and that in its reasonable opinion may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall not be liable to the Issuer, the Trustee, the Noteholders or any Issuerother Person, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful misfeasancewillful misconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable acceFTAble to the Bond Trustees Trustee or 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be related to or incidental to its duties to service the Serviced Intangible Transition Property in accordance with this Agreement or related to its obligation to pay indemnificationAgreement, and that in its reasonable opinion may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall not be liable under any liability to any the Indenture Trustee, the Trust Collateral Agent, the Owner Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Issuer, the Demand Note Provider, the Note Insurer, the Transferor or the Noteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful a breach of this Agreement or willful misfeasance, bad faith faith, or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its duties to service the Serviced Intangible Transition Property Receivables in accordance with this Agreement or related to its obligation to pay indemnificationAgreement, and that in its reasonable opinion may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The Servicer shall not be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement (including, without limitation, the indemnity obligations set forth in Sections 8.2 and 11.6) and the representations made by the Servicer herein. Neither the Servicer nor any Issuerof the directors or officers or employees or agents of the Servicer shall be under any liability to the Purchaser, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmentAgreement; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful a breach of this Agreement or willful misfeasance, bad faith faith, or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Serviced Intangible Transition Property in accordance with this Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may cause it to incur any expense or liability.

Limitation on Liability of Servicer and Others. The Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall not be liable to the Issuer, any IssuerTrustee, the Bondholders or any other Person, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful misfeasancewillful misconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be related to or incidental to its duties to service the Serviced Intangible Transition Recovery Property in accordance with this Agreement or related to its obligation to pay indemnificationAgreement, and that in its reasonable opinion may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The Except as provided in Section 7.1, neither Servicer nor any of the directors, officers, employees or agents of Servicer in its capacity as Servicer shall not be liable under any liability to Issuer or the Retained Interest Owner or any Issuer, except as provided under this Agreement, other Person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement or for errors in judgmentAgreement; provided, however, provided that this provision shall not protect the Servicer or any such Person against any liability that which would otherwise be imposed by reason of wilful willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreementhereunder. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person (other than Servicer) respecting any matters arising under this Agreementhereunder. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its duties to service the Serviced Intangible Transition Property as Servicer in accordance with this Agreement or related to its obligation to pay indemnification, and that which in its reasonable opinion judgment may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall not be liable under any liability to any the Indenture Trustee, the Trust Collateral Agent, the Owner Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Issuer, the Note Insurer, the Transferor or the Noteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgmentAgreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful a breach of this Agreement or willful misfeasance, bad faith faith, or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima 52 facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its duties to service the Serviced Intangible Transition Property Receivables in accordance with this Agreement or related to its obligation to pay indemnificationAgreement, and that in its reasonable opinion may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall not be liable under any liability to any Issuerthe Indenture Trustee, the Originators, the Transferors, the Issuers or the Noteholders, except as expressly provided under this Agreementherein, for any action taken or for refraining from the taking of any action pursuant to this Agreement or the Indenture or for errors in judgmentjudgment made in good faith; provided, however, that this provision shall not protect the Servicer or any Person against any liability that would otherwise be imposed by reason of wilful misfeasancewillful misconduct, bad faith or gross negligence in the performance of its duties hereunder or by reason of reckless disregard of obligations and duties under this Agreementthe Indenture. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising hereunder or under this Agreementthe Indenture. Except as provided in this Agreementherein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Serviced Intangible Transition Pledged Property in accordance with this Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The Servicer shall not be liable to the Issuer, the Bond Trustee, the holders of the Transition Bonds or any Issuerother Person, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of wilful misfeasance, bad faith or gross 244 negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees Trustee or 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Serviced Intangible Transition Property in accordance with this Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may cause it to incur any expense or liability.

Limitation on Liability of Servicer and Others. The Servicer shall not be liable to any Issuer, except Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be liable to the Note Issuer or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful misfeasancewillful misconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees Indenture Trustee or 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental relating to its duties to service the Serviced Intangible Transition Property in accordance with this Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may cause it to incur any expense or liabilityProperty.

Limitation on Liability of Servicer and Others. The Except as provided in Section 7.1, neither Servicer nor any of the directors, officers, employees or agents of Servicer in its capacity as Servicer shall not be liable under any liability to Issuer or any Issuer, except as provided under this Agreement, other Person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement or for errors in judgmentAgreement; provided, however, provided that this provision shall not protect the Servicer or any such Person against any liability that which would otherwise be imposed by reason of wilful willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreementhereunder. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person (other than Servicer) respecting any matters arising under this Agreementhereunder. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its duties to service the Serviced Intangible Transition Property as Servicer in accordance with this Agreement or related to its obligation to pay indemnification, and that which in its reasonable opinion judgment may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall not be liable to the Issuer, the Trustee, the Bondholders or any Issuerother Person, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful misfeasancewillful misconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be related to or incidental to its duties to service the Serviced Intangible Transition Recovery Property in accordance with this Agreement or related to its obligation to pay indemnificationAgreement, and that in its reasonable opinion may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The Servicer shall not be liable to any Issuer, except Except as ---------------------------------------------- otherwise provided under this Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be liable to the Issuer or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any director, officer, employee or agent of the Servicer against any liability that would otherwise be imposed by reason of wilful misfeasance, bad faith willful misconduct or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees Trustee or 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental relating to its duties to service the Serviced Intangible Transition Property in accordance with this Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may cause it to incur any expense or liabilityRRB Property.

Limitation on Liability of Servicer and Others. The (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall not be liable under any liability to any IssuerWFEFI, except as specifically provided under in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or the Note Purchase Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of wilful willful misfeasance, bad faith or gross negligence in the performance of its the Servicer’s duties or by reason of reckless disregard of obligations and duties under this Agreement or the Note Purchase Agreement. The Servicer and any director or director, officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreement. . (b) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Serviced Intangible Transition Property Portfolio in accordance with this Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The Servicer shall not be liable to any Issuer, except Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be liable to the Issuer, the Indenture Trustee or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful misfeasancewillful misconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees Indenture Trustee or 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental relating to its duties to service the Serviced Intangible Series 2004-1 Transition Property in accordance with this Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may cause it to incur any expense or liabilityProperty.

Limitation on Liability of Servicer and Others. The Neither the Servicer nor any of its directors, officers, employees or agents shall not be liable under any liability to any the Issuer, the Noteholders 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 or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of wilful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any director of their respective directors, officers, employees or officer or employee or agent of the Servicer agents may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its duties to service the Serviced Intangible Transition Property Receivables in accordance with this Agreement or related to its obligation to pay indemnificationAgreement, and that in its reasonable opinion may cause involve it to incur in any expense or liability; provided, however, that the Servicer, may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable to protect the interests the Certificateholders under the Trust Agreement of the Noteholders under the Indenture.

Limitation on Liability of Servicer and Others. The Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall not be liable under any liability to any Issuerthe Indenture Trustee, the Originator, the Transferors, the Issuers or the Noteholders, except as expressly provided under this Agreementherein, for any action taken or for refraining from the taking of any action pursuant to this Agreement or the Indenture or for errors in judgmentjudgment made in good faith; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any Person against any liability that would otherwise be imposed by reason of wilful misfeasancewillful misconduct, bad faith or gross negligence in the performance of its duties hereunder or by reason of reckless disregard of obligations and duties under this Agreementthe Indenture. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising hereunder or under this Agreementthe Indenture. Except as provided in this Agreementherein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Serviced Intangible Transition Pledged Property in accordance with this Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may cause involve it to incur in any expense or liability.

Limitation on Liability of Servicer and Others. The Servicer shall not be liable to any Issuer, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of wilful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustees or on any document of any kind, prima facie properly executed kind which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by any Person, the proper authorities respecting any matters arising under this Agreementhereunder. Except as provided in this Subject to the terms of Section 10.2 of the Credit Agreement, the Servicer shall not be under any have no obligation to appear inwith respect to, prosecute or defend any legal action that which is not incidental to its duties the Servicer's duty to service the Serviced Intangible Transition Property Loans in accordance with this Agreement. The Borrower agrees to indemnify and hold the Servicer harmless from any loss, claim, demand, liability or expense (including, without limitation, past acts of predecessor Servicer and fees and expenses of legal counsel) arising from or relating to the performance of its duties under this Agreement which do not result from the Servicer's negligence, bad faith or related willful misconduct; provided that such indemnities shall be only payable out of Collections to its obligation the extent such Collections are not required to pay indemnification, and that in its reasonable opinion may cause it be distributed to incur the Agent or any expense or liabilityLender under Section 2.2(c) of the Credit Agreement.