Limitation on Liability of the Servicer. None of the Servicer or any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Trust Estate or 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 Servicer or any such Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Servicer and any director, officer, employee or agent of Servicer 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 Servicer and any director, officer, employee or agent of the Servicer shall be indemnified by the Trust Estate and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific BANA Mortgage Loan or BANA Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of 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 Estate, and the Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the BANA Mortgage Loans on deposit in the BANA Custodial Account as provided by Section 2.10.
Limitation on Liability of the Servicer. Except as provided herein, neither the Servicer (including any Successor Servicer) nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Borrower, the Administrative Agent, the Lenders or any other Person for any action taken or for refraining from the taking of any action unless expressly provided for in this Agreement; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of (i) its breach of any representation, warranty or covenant set forth in this Agreement or any other Transaction Document, (ii) its fraud, willful misfeasance, bad faith or negligence in the performance of duties or by reason of its willful misconduct hereunder, or (iii) any obligation to indemnify the Indemnified Parties in accordance with the provisions of Section 9.2. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Transferred Loans in accordance with this Agreement that in its reasonable opinion may involve it in any expense or liability. The Servicer may, in its sole discretion, undertake any legal action relating to the servicing, collection or administration of Transferred Loans and the Related Property that it may reasonably deem necessary or appropriate for the benefit of the Borrower and the Secured Parties with respect to this Agreement and the rights and duties of the parties hereto and the respective interests of the Borrower and the Secured Parties hereunder.
Limitation on Liability of the Servicer. 25 Section 4.04. Servicer Not to Resign; Transfers of Servicing...............................................26 Section 4.05. Representations, Warranties and Covenants of the Servicer....................................26 Section 4.06.
Limitation on Liability of the Servicer. None of the directors, officers, employees or agents of the Servicer shall incur any liability to any noteholders, any Currency Hedge Counterparty, any Interest Rate Hedge Counterparty, any Indenture Trustee, any Subservicer, the Trustee, the Delaware Trustee, any Lessor, any Custodian, any Control Party and each of their respective parents, affiliates, subsidiaries, directors, officers, employees and agents, together with their successors and permitted assignees, for any action taken or not taken in good faith pursuant to the terms of this Agreement with respect to any Contract (including any Defaulted Contract), item of Equipment or other Serviced Asset; provided, however, that this provision shall not protect such persons for any liability which would otherwise be imposed (i) for any action or inaction resulting from willful misconduct, bad faith, negligence (including negligence with respect to the obligations hereunder) or reckless disregard in the performance of the duties hereunder or (ii) as the result of any violation of law by the Servicer in performing its duties hereunder.
Limitation on Liability of the Servicer and ------------------------------------------- Others. ------- Except as provided herein, neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Deal Agent, the Secured Parties or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Servicer or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct hereunder.
Limitation on Liability of the Servicer. The Servicer and any officer, director, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person with respect to any matters arising hereunder. No implied covenants or obligations shall be read into this Agreement against the Servicer. In the event the Servicer performs any activities beyond the requirements of this Agreement, the Servicer shall have the option but will not be required to perform such activities in the future.
Limitation on Liability of the Servicer and Others Neither the Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Trustee, the Trust or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer 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 that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the duties of the Servicer or by reason of reckless disregard of the obligations and duties of the Servicer hereunder. The Servicer and any director, officer, employee or agent of the Servicer 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.
Limitation on Liability of the Servicer and the Backup ------------------------------------------------------ Servicer.
(a) Neither the Servicer, the Backup Servicer nor any of the directors -------- or officers or employees or agents of the Servicer or Backup Servicer shall be under any liability to the Borrower or the Secured Parties, 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 in the performance of duties; provided further that this provision shall not affect any liability to -------- ------- indemnify the Administrative Agent, the Secured Parties and the Borrower for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Administrative Agent, the Secured Parties and the Borrower. The Servicer, the Backup Servicer and any director, officer, employee or agent of the Servicer or 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 respecting any matters arising under this Agreement.
(b) Notwithstanding anything herein to the contrary, the Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement, and the Administrative Agent, the Borrower, the Sellers, and the Secured Parties shall look only to the Servicer to perform such obligations.
Limitation on Liability of the Servicer. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall incur any liability to any Indemnified Party for any action taken or not taken in good faith pursuant to the terms of this Agreement with respect to any Lease, the related Containers or other item of Collateral; provided, however, that this provision shall not protect the Servicer for any liability which would otherwise be imposed (a) for any action or inaction resulting from willful misconduct, bad faith, negligence (including negligence with respect to the Servicer's obligations hereunder) or reckless disregard in the performance of its duties hereunder, or (b) as the result of any violation of law by the Servicer in performing its duties hereunder.
Limitation on Liability of the Servicer. Except as provided in Section 8.01 and Section 8.03 hereof, neither the Servicer nor any of the directors, officers, employees, affiliates, stockholders, agents, representatives or advisors of the Servicer shall be under any liability to the Trust, the Trustee, the Certificateholders or any other Person for any action taken or for refraining from taking any action in its capacity as Servicer pursuant to this Agreement; provided, however, that this provision shall not protect the Servicer or any such Person 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 and duties hereunder. The Servicer and any director, officer, employee, affiliate, stockholder, agent, representative or advisor of the Servicer 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations hereunder that in its reasonable opinion may involve it in any expense or liability.
