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

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to 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; 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 a breach of this Agreement or 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 Servicer and any director or officer or employee or agent of the 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. (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 shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under have any liability to 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, Purchaser for taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement; , or for errors in judgment, provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of a material breach of this Agreement any covenants, warranties or representations made herein or any liability for Servicer’s gross negligence or willful misfeasance, bad faith, or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreementmisconduct. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith faith, without investigation, on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) Except as provided in this Agreement, the hereunder. Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Loans in accordance with this Agreement, Agreement and that which in its opinion may involve it in any expense or liability, provided, however, that Servicer may undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the Parties hereto. In such event, notwithstanding anything to the contrary herein, Servicer shall be entitled to full and prompt reimbursement from Purchaser for the reasonable legal expenses and costs of such action.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to 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; 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 a breach of this Agreement or 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 Servicer and any director or officer or employee or agent of the 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. (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 shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to 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; 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 a breach of this Agreement or 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 Servicer and any director or officer or employee or agent of the 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. (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 shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability liable to the Indenture Trustee, the Trust Collateral Agent, the Owner Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Note Issuer, the Note InsurerNoteholders, the Transferor Trust, the Certificateholders or the Noteholdersany other Person, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this AgreementAgreement 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 a breach of this Agreement or willful misfeasancemisconduct, bad faith, faith or negligence in the performance of 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 Note Trustee 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 shall not be related to or incidental to its duties to service the Receivables Transition Property in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability to 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 in good faith pursuant to this Agreement; , provided, however, that this provision shall not protect the Servicer or any such person Person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement or any other liability that which would otherwise be imposed by reason of a breach of this Agreement or 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 Servicer and any director or officer or director, officer, employee or agent of the 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. (b) Except as provided in this Agreement, the hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement, Agreement and that which in its opinion may involve it in any expense or liability, provided, however, that the Servicer may, with the consent of the Owner, 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 Owner of the reasonable legal expenses and costs of such action.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Indenture TrusteeIssuer, the Trust Collateral AgentEquity Certificateholder, the Depositor, the Noteholders, the Owner Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Issuer, the Note Insurer, the Transferor Trustee or the Noteholders, Indenture Trustee except as provided under in this Agreement, for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement; 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 a breach of this Agreement or willful misfeasance, bad faith, faith or gross negligence (excluding errors in judgment) in the performance of duties or duties, by reason of reckless disregard of obligations and duties under this AgreementAgreement or any violation of law by the Servicer or such person, as the case may be; provided further, that this provision shall not affect any liability to indemnify the Owner Trustee and the Indenture Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Owner Trustee or the Indenture Trustee, each in its individual capacity. 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 or on any document of any kind prima facie properly executed and submitted by any 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 shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or its directors, officers, employees or agents of the Servicer shall be under any liability to 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 NoteholdersOwner, except as provided under in 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 a breach of this Agreement or willful misfeasance, bad faith, faith or negligence in the performance of 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 any document of any kind prima facie properly executed and submitted by any 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 prosecute, or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Owner under this Agreement. (c) The Servicer and any director, 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 under this Agreement.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability liable to the Indenture Trustee, the Trust Collateral Agent, the Owner Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Note Issuer, the Note InsurerTrustee, the Transferor or Infrastructure Bank, the STO, the Noteholders, the Trust, the Certificate Trustee, the Delaware Trustee, the Certificateholders 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 AgreementAgreement 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 a breach of this Agreement or willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of 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 Note Trustee 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 shall not be related to or incidental to its duties to service the Receivables Transition Property in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. (a) Neither ---------------------------------------------- the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability liable to the Indenture Trustee, the Trust Collateral Agent, the Owner Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Note Issuer, the Note InsurerTrustee, the Transferor or Infrastructure Bank, the STO, the Noteholders, the Trust, the Certificate Trustee, the Delaware Trustee, the Certificateholders 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 AgreementAgreement 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 a breach of this Agreement or willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of 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 Note Trustee 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 shall not be related to or incidental to its duties to service the Receivables Transition Property in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to 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 Noteholders or the NoteholdersCertificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this AgreementAgreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement willful misfeasance or willful misfeasance, bad faith, or negligence faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director or director, officer or employee or agent of the Servicer may rely in good faith on and shall be protected in acting or refraining from acting upon any resolution, certificate of auditors or accountants or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisal, bond, note or other paper or document of any kind prima facie properly executed believed by it to be genuine and submitted to have been signed or presented by any Person respecting any matters arising under this Agreementthe proper party or parties. (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 shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.;

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to 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; 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 a breach of this Agreement or 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 Servicer and any director or officer or employee or agent of the 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. (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 shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or its directors, officers, employees or agents of the Servicer shall be under any liability to 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 Noteholders or the NoteholdersCertificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by Servicer or any subservicer pursuant to this AgreementAgreement or for errors in judgment; provided, however, provided that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement or willful misfeasance, bad faith, faith or gross negligence in the performance of 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 any document of any kind prima facie properly executed and submitted by any 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 shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided that Servicer, may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable in respect of the Basic Documents to protect the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under have any liability to 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, Purchaser for taking any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement; , or for errors in judgment, provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of a material breach of this Agreement any covenants, warranties or representations made herein or any liability for Servicer’s gross negligence or willful misfeasance, bad faith, or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreementmisconduct. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith faith, without investigation, on any document of any kind as prima facie evidence that such document was properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) Except as provided in this Agreement, the hereunder. Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental which is unrelated to its duties to service the Receivables Loans in accordance with this Agreement, Agreement and that which in its opinion may involve it in any expense or liability, provided, however, that Servicer may undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the Parties hereto. In such event, notwithstanding anything to the contrary herein, Servicer shall be entitled to full and prompt reimbursement from Purchaser for the reasonable legal expenses and costs of such action.