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 the Servicer nor the Backup Servicer nor any of the directors, officers, employees or agents of the Servicer or the Backup Servicer shall be under any liability to the Trust, the Noteholders or the Certificateholders 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 the Backup Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad 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 duties under this Agreement (except for errors in judgment). The Servicer and the Backup Servicer, and their respective directors, officers, employees and agents, 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 in respect of any matters arising under this Agreement.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither the Servicer nor Servicer[, the Backup Servicer Servicer] nor any of the directors, officers, employees or agents of the Servicer [or the Backup Servicer Servicer] shall be under any liability to the Trust, the Noteholders Noteholders, the Indenture Trustee, the Owner Trustee or the Certificateholders Seller, except as provided in 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 Servicer[, the Backup Servicer Servicer] or any such Person against any liability that would otherwise be imposed by reason of a breach of this Agreement or willful misfeasance or misfeasance, bad faith or negligence (other than errors in judgment) 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 duties under this Agreement (except for errors in judgment)its duties. The Servicer and Servicer, [the Backup Servicer] and any director, and their respective directorsofficer, officers, employees and agents, employee or agent of the Servicer [or the Backup Servicer] 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 in respect of respecting any matters arising under this Agreement.