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

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers or officers or employees or agents of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in 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 Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written 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, Backup Servicer and Others. (a) Neither Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers or officers or employees or agents of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in 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 Exeter, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. ExeterXxxxxx, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written 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, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers or officers or officers, employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the IssuerTrust, the Holding Trust Noteholders, the Indenture Trustee, the Owner Trustee or the NoteholdersCompany, except as provided in 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 Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding other than errors in judgment) in the performance of dutiesits duties or by reason of reckless disregard of obligations and duties under this Agreement or any violation of law, or the inaccuracy of any representation made by the Servicer, Backup Servicer or such Person, as the case may be; providedand, furtherPROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written 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, Backup Servicer and Others. (a) Neither Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) nor any of the directors, mangers directors or officers or employees or agents of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the IssuerSeller, the Holding Trust or the NoteholdersCertificateholders, except as provided in 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 Exeterthe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith faith, or gross negligence (excluding errors in judgment) in the performance of dutiesduties or by reason of reckless disregard of obligations and duties under this Agreement or any violation of law, or the inaccuracy of any representation made, by the Servicer, Backup Servicer or such Person, as the case may be; providedand, furtherPROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their its individual capacitiescapacity. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, director or officer or employee or agent of Exeter the Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may reasonably rely in good faith on the written 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.. Except as provided in this Agreement, neither the Servicer nor the Backup Servicer shall 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. Other than the duties specifically set forth in this Agreement, the Backup Servicer shall have no obligation hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of the Servicer (however, in the event the Backup Servicer shall have

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither Exeter[, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) )] nor any of the directors, mangers or officers or employees or agents of Exeter [or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) )] shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in 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 Exeter[, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) )] or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconduct, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee and the Owner Trustee, in their individual capacities. Exeter[, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) )] and any director, manager, officer, employee or agent of Exeter [or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) )] may rely in good faith on the written 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, Backup Servicer and Others. (a) Neither ExeterServicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) Servicer, nor any of the directors, mangers directors or officers or employees or agents of Exeter Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) shall be under any liability to the Issuer, the Holding Trust or the Noteholders, except as provided in 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 ExeterServicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement (in the case of Exeter) or willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties; providedPROVIDED, furtherFURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee Trust Collateral Agent, the Insurer and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee Trust Collateral Agent, the Insurer and the Owner Trustee, in their individual capacities. ExeterThe Servicer, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and any director, manager, officer, employee or agent of Exeter Servicer or Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) may rely in good faith on the written 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. The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise or any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability.