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

Limitation on Liability of Servicer, Backup Servicer and Others. Neither the Servicer, the Backup Servicer nor any of the directors or officers or employees or agents of the Servicer or the Backup Servicer shall be under any liability to the Trust, the Originators, the Seller, the Depositor or the Certificateholders, 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 the Servicer, the Backup 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 (excluding errors in judgment) in the performance of duties (including negligence with respect to the Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this Agreement or any violation of law by the Servicer, the Backup Servicer or such person, as the case may be; FURTHER PROVIDED, that this provision shall not affect any liability to indemnify the Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Trustee in its individual capacity. The Servicer, the Backup Servicer and any director, officer, employee or agent of the Servicer or Backup Servicer may conclusively 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. 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 of any of its rights or powers, if the repayment of such funds or written indemnity reasonably satisfactory to it 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.

Limitation on Liability of Servicer, Backup Servicer and Others. Neither the Servicer, the Backup Servicer nor any of the directors or officers or employees or agents of the Servicer or the Backup Servicer shall be under any liability to the Trust, the Originators, the Seller, the Depositor or the Certificateholders, 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 the Servicer, the Backup 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 (excluding errors in judgment) in the performance of duties (including negligence with respect to the Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this Agreement or any violation of law by the Servicer, the Backup Servicer or such person, as the case may be; FURTHER PROVIDEDfurther provided, that this provision shall not affect any liability to indemnify the Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Trustee in its individual capacity. The Servicer, the Backup Servicer and any director, officer, employee or agent of the Servicer or Backup Servicer may conclusively 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. 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 of any of its rights or powers, if the repayment of such funds or written indemnity reasonably satisfactory to it 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.

Limitation on Liability of Servicer, Backup Servicer and Others. Neither the Servicer, the Backup Servicer nor any of the directors or officers or employees or agents of the Servicer or the Backup Servicer shall be under any liability to the Trust, the Originators, the Seller, the Depositor Trust or the Certificateholders, 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 the Servicer, the Backup Servicer or any such person 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 (excluding errors in judgment) in the performance of duties (including negligence with respect to the Servicer's indemnification obligations hereunder), or by reason of reckless disregard of obligations and duties under this Agreement or any violation of law law, or the inaccuracy of any representation made, by the Servicer, the Backup Servicer or such personPerson, as the case may be; FURTHER PROVIDEDand, provided, further, that this provision shall not affect any liability to indemnify the Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Trustee in its individual capacity. The Servicer, the Backup Servicer and any director, officer, director or officer or employee or agent of the Servicer or the Backup Servicer may conclusively reasonably 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. 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 knowledge of the Servicer's failure to perform its duties as required in this Agreement, the Backup Servicer shall promptly notify the Trustee and the Initial Certificateholder of such failure). The Backup Servicer shall have no liability for any action taken or omitted by the Servicer. The duties and obligations of the Backup Servicer shall be determined solely by the express provisions of this Agreement and no implied covenants or obligations shall be read into this Agreement against the Backup Servicer. 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 hereunderhereunder (unless as a result of the Backup Servicer's failure to perform its duties as required therein), or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity reasonably satisfactory to it 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. The Backup Servicer will not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond the control of the Backup Servicer.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) Neither the Servicer, the Backup Servicer Servicer, the Designated Backup Subservicer, nor any of the directors or officers or employees or agents of Servicer, the Servicer Designated Backup Subservicer or the Backup Servicer shall be under any liability to the Trust, the Originators, the Seller, the Depositor Trust or the CertificateholdersNoteholders, 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 Servicer, the ServicerDesignated Backup Subservicer, the Backup 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 (excluding errors in judgment) in the performance of duties (including negligence with respect to the Servicer's indemnification obligations hereunder)duties; PROVIDED, by reason of reckless disregard of obligations and duties under this Agreement or any violation of law by the Servicer, the Backup Servicer or such person, as the case may be; FURTHER PROVIDEDFURTHER, that this provision shall not affect any liability to indemnify the Trust Collateral Agent, the Insurer and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Trustee Trust Collateral Agent, the Insurer and the Owner Trustee, in its their individual capacitycapacities. The Servicer, the Designated Backup Subservicer, the Backup Servicer and any director, officer, employee or agent of Servicer, the Servicer Designated Backup Subservicer or 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 Agreement. The Neither the Backup Servicer nor the Designated Backup Subservicer 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 of any of its rights or powers, if the repayment of such funds or adequate written indemnity reasonably satisfactory to it 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.