Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither the Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Depositor, either Trustee or any Securityholders 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 by reason of willful misfeasance, bad faith or negligence in the performance of its duties nor otherwise alter the indemnification obligations under Section 7.03. The Servicer, any Backup Servicer and any of their respective directors, officers, employees or agents may conclusively rely in good faith on the written advice of counsel or any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement.
Appears in 10 contracts
Samples: Sale and Servicing Agreement (California Republic Auto Receivables Trust 2017-1), Sale and Servicing Agreement (California Republic Auto Receivables Trust 2017-1), Sale and Servicing Agreement (California Republic Auto Receivables Trust 2016-2)
Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither the Servicer nor any of its respective directors, officers, employees or agents shall be under any liability to the Issuer, the Depositor, either Trustee the Indenture Trustee, the Owner Trustee, or any Securityholders the Noteholders, 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 by reason of willful misfeasance, bad faith or negligence in the performance of its duties nor otherwise alter the indemnification obligations under Section 7.037.03 hereof. The Servicer, any the Backup Servicer and any director, officer, employee or agent of their respective directors, officers, employees the Servicer or agents the Backup Servicer may conclusively rely in good faith on the written advice of counsel or counselor on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this AgreementAgreement or any other Basic Document.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (California Republic Funding LLC), Sale and Servicing Agreement (California Republic Funding LLC), Sale and Servicing Agreement (California Republic Funding LLC)
Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither the Servicer nor any of its respective directors, officers, employees or agents shall be under any liability to the Issuer, the Depositor, either Trustee the Indenture Trustee, the Owner Trustee, or any Securityholders the Noteholders, 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 by reason of willful misfeasance, bad faith or negligence in the performance of its duties nor otherwise alter the indemnification obligations under Section 7.03. The Servicer, any Backup Servicer and any of their respective directors, officers, employees or agents may conclusively 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 AgreementAgreement or any other Basic Document.
Appears in 3 contracts
Samples: Sale and Servicing Agreement, Sale and Servicing Agreement (California Republic Auto Receivables Trust 2015-2), Sale and Servicing Agreement (California Republic Auto Receivables Trust 2015-1)
Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither the Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Depositor, either Trustee or any Securityholders Securityholder 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 by reason of willful misfeasance, bad faith or negligence in the performance of its duties nor otherwise alter the indemnification obligations under Section 7.03. The Servicer, any Backup Servicer and any of their respective directors, officers, employees or agents may conclusively rely in good faith on the written advice of counsel or any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (California Republic Funding LLC), Sale and Servicing Agreement (California Republic Auto Receivables Trust 2018-1), Sale and Servicing Agreement (California Republic Auto Receivables Trust 2018-1)
Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither the Servicer nor any of its respective directors, officers, employees or agents shall be under any liability to the Issuer, the Depositor, either Trustee the Indenture Trustee, the Owner Trustee, or any Securityholders the Noteholders, 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 by reason of willful misfeasance, bad faith or negligence in the performance of its duties nor otherwise alter the indemnification obligations under Section 7.03. The Servicer, any the Backup Servicer and any director, officer, employee or agent of their respective directors, officers, employees the Servicer or agents the Backup Servicer may conclusively 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 AgreementAgreement or any other Basic Document.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (California Republic Funding LLC), Sale and Servicing Agreement (California Republic Funding LLC)
Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither the Servicer nor any of its respective directors, officers, employees or agents shall be under any liability to the Issuer, the Depositor, either Trustee the Indenture Trustee, the Owner Trustee, or any Securityholders the Noteholders, 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 by reason of willful misfeasance, bad faith or negligence in the performance of its duties nor otherwise alter the indemnification obligations under Section 7.03. The Servicer,[the Backup Servicer] and any director, any officer, employee or agent of the Servicer or the Backup Servicer and any of their respective directors, officers, employees or agents may conclusively 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 AgreementAgreement or any other Basic Document.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (California Republic Funding LLC), Sale and Servicing Agreement (California Republic Funding LLC)