Common use of Limitation on Liability of the Depositor, the Master Servicer, the Servicer, the Seller and Others Clause in Contracts

Limitation on Liability of the Depositor, the Master Servicer, the Servicer, the Seller and Others. None of the Depositor, the Master Servicer, the Servicer, the Seller, the Credit Risk Manager or any of the directors, officers, employees or agents of the Depositor, the Master Servicer, the Servicer, the Seller or the Credit Risk Manager shall be under any liability to the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Servicer, the Seller, the Credit Risk Manager or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Master Servicer, the Servicer, the Seller, or the Credit Risk Manager or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Master Servicer, the Servicer, the Seller, the Credit Risk Manager, the Custodian and any director, officer, employee or agent of the Depositor, the Master Servicer, the Servicer, the Seller, the Credit Risk Manager or the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Servicer, the Seller, the Credit Risk Manager and any director, officer, employee or agent of the Depositor, the Master Servicer, the Servicer, the Seller, or the Credit Risk Manager shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the performance of their respective obligations hereunder or under the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Master Servicer, the Servicer, the Seller, or the Credit Risk Manager shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Master Servicer, the Servicer, the Seller, or the Credit Risk Manager may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer, the Servicer, the Seller, and the Credit Risk Manager shall be entitled to be reimbursed therefor out of the Collection Account.

Limitation on Liability of the Depositor, the Master Servicer, the Servicer, the Seller and Others. None of the Depositor, the Master Servicer, the Servicer, the Seller, the Credit Risk Manager or any of the directors, officers, employees or agents of the Depositor, the Master Servicer, the Servicer, the Seller or the Credit Risk Manager shall be under any liability to the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Servicer, the Seller, the Credit Risk Manager or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Master Servicer, the Servicer, the Seller, or the Credit Risk Manager or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Master Servicer, the Servicer, the Seller, the Credit Risk Manager, the Custodian and any director, officer, employee or agent of the Depositor, the Master Servicer, the Servicer, the Seller, the Credit Risk Manager or the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Servicer, the Seller, the Credit Risk Manager and any director, officer, employee or agent of the Depositor, the Master Servicer, the Servicer, the Seller, or the Credit Risk Manager shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the performance of their respective obligations hereunder or under the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Master Servicer, the Servicer, the Seller, or the Credit Risk Manager shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Master Servicer, the Servicer, the Seller, or the Credit Risk Manager may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer, the Servicer, the Seller, Seller and the Credit Risk Manager shall be entitled to be reimbursed therefor out of the Collection Account.

Limitation on Liability of the Depositor, the Master Servicer, the Servicer, the Seller and Others. None of the Depositor, the Master Servicer, the Servicer, the Seller, the Credit Risk Manager or any of the directors, officers, employees or agents of the Depositor, the Master Servicer, the Servicer, the Seller or the Credit Risk Manager shall be under any liability to the Certificateholders Noteholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Servicer, the Seller, the Credit Risk Manager or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Master Servicer, the Servicer, the Seller, or the Credit Risk Manager or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Master Servicer, the Servicer, the Seller, the Credit Risk Manager, the Custodian and any director, officer, employee or agent of the Depositor, the Master Servicer, the Servicer, the Seller, the Credit Risk Manager or the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Servicer, the Seller, the Credit Risk Manager and any director, officer, employee or agent of the Depositor, the Master Servicer, the Servicer, the Seller, or the Credit Risk Manager shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the performance of their respective obligations hereunder or under the CertificatesNotes, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Master Servicer, the Servicer, the Seller, Seller or the Credit Risk Manager shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Master Servicer, the Servicer, the Seller, Seller or the Credit Risk Manager may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Indenture Trustee and the Certificateholders Noteholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundTrust, and the Depositor, the Master Servicer, the Servicer, the Seller, Seller and the Credit Risk Manager shall be entitled to be reimbursed therefor out of the Collection Account.

Limitation on Liability of the Depositor, the Master Servicer, the Servicer, the Seller and Others. None of the Depositor, the Master Servicer, the Servicer, the Seller, [the Credit Risk Manager Manager] or any of the directors, officers, employees or agents of the Depositor, the Master Servicer, the Servicer, the Seller or [the Credit Risk Manager Manager] shall be under any liability to the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Servicer, the Seller, [the Credit Risk Manager Manager] or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Master Servicer, the Servicer, the Seller, or [the Credit Risk Manager Manager] or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Master Servicer, the Servicer, the Seller, [the Credit Risk Manager], the Custodian and any director, officer, employee or agent of the Depositor, the Master Servicer, the Servicer, the Seller, [the Credit Risk Manager Manager] or the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Servicer, the Seller, [the Credit Risk Manager Manager] and any director, officer, employee or agent of the Depositor, the Master Servicer, the Servicer, the Seller, or [the Credit Risk Manager Manager] shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the performance of their respective obligations hereunder or under the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Master Servicer, the Servicer, the Seller, or [the Credit Risk Manager Manager] shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Master Servicer, the Servicer, the Seller, or [the Credit Risk Manager Manager] may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer, the Servicer, the Seller, and [the Credit Risk Manager Manager] shall be entitled to be reimbursed therefor out of the Collection Account.

Limitation on Liability of the Depositor, the Master Servicer, the Servicer, the Seller and Others. None of the Depositor, the Master Servicer, the Servicer, the Seller, [the Credit Risk Manager Manager] or any of the directors, officers, employees or agents of the Depositor, the Master Servicer, the Servicer, the Seller or [the Credit Risk Manager Manager] shall be under any liability to the Certificateholders Noteholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, the Servicer, the Seller, [the Credit Risk Manager Manager] or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Master Servicer, the Servicer, the Seller, or [the Credit Risk Manager Manager] or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Master Servicer, the Servicer, the Seller, [the Credit Risk Manager], the Custodian and any director, officer, employee or agent of the Depositor, the Master Servicer, the Servicer, the Seller, [the Credit Risk Manager Manager] or the Custodian may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Servicer, the Seller, [the Credit Risk Manager Manager] and any director, officer, employee or agent of the Depositor, the Master Servicer, the Servicer, the Seller, or [the Credit Risk Manager Manager] shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the performance of their respective obligations hereunder or under the CertificatesNotes, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Master Servicer, the Servicer, the Seller, Seller or [the Credit Risk Manager Manager] shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Master Servicer, the Servicer, the Seller, Seller or [the Credit Risk Manager Manager] may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Indenture Trustee and the Certificateholders Noteholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust FundTrust, and the Depositor, the Master Servicer, the Servicer, the Seller, Seller and [the Credit Risk Manager Manager] shall be entitled to be reimbursed therefor out of the Collection Account.