Common use of Limitation on Liability of Servicer Clause in Contracts

Limitation on Liability of Servicer. (a) Neither the Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Titling Company, the Titling Company Registrar, any Beneficiary, any Holder, any Registered Pledgee or any third party beneficiary of this Agreement or any other Titling Company Document, except as otherwise provided in the applicable Titling Company Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or any other Titling Company Document, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such individual against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties under this Agreement or any other Titling Company Document. (b) Except as otherwise provided in this Agreement or any other Titling Company Document, the Servicer shall not be under any obligation to appear in, prosecute or defend any Proceeding not incidental to its duties to service the Leases in accordance with this Agreement, and that in its opinion may involve it in any Liability; provided, however, that the Servicer may undertake any reasonable action it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Titling Company, and any reasonable expense related to any such undertaking by the Servicer shall be a Reimbursable Expense. (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 or any other Titling Company Document.

Limitation on Liability of Servicer. (a) Neither the Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Titling CompanyOrigination Trust, the Titling Company RegistrarTrustee, any Beneficiary, any Holder, any Registered Pledgee or any third party beneficiary of this Agreement or any other Titling Company Trust Document, except as otherwise provided in the applicable Titling Company Trust Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or any other Titling Company Trust Document, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such individual against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties under this Agreement or any other Titling Company Trust Document. (b) Except as otherwise provided in this Agreement or any other Titling Company Trust Document, the Servicer shall not be under any obligation to appear in, prosecute or defend any Proceeding not incidental to its duties to service the Leases in accordance with this Agreement, and that in its opinion may involve it in any Liability; provided, however, that the Servicer may undertake any reasonable action it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Titling CompanyOrigination Trust, and any reasonable expense related to any such undertaking by the Servicer shall be a Reimbursable Expense. (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 or any other Titling Company Trust Document.