Common use of Limitation on Liability of the Transferor Clause in Contracts

Limitation on Liability of the Transferor. The directors, officers, employees or agents of the Transferor shall not be under any liability to the Issuer, the Servicer, the Owner Trustee, the Indenture Trustee, the Noteholders, any Enhancement Provider or any other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and the issuance of the Notes; provided, however, that this provision shall not protect the directors, officers, employees or agents of the Transferor against 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 or duties hereunder or pursuant to any document delivered hereunder. The Transferor shall not be under any liability to the Issuer, the Servicer, the Owner Trustee, the Indenture Trustee, the Noteholders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as Transferor pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Transferor 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 reckless disregard of its obligations or duties hereunder. The Transferor and any director, officer, employee or agent of the Transferor 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.

Limitation on Liability of the Transferor. The directors, officers, employees or agents of the Transferor shall not be under any liability to the IssuerTrust, the Servicer, the Owner Trustee, the Indenture Trustee, the NoteholdersCertificateholders, any Enhancement Provider or any other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and any Supplement and the issuance of the NotesCertificates; provided, however, that this provision shall not protect the directors, officers, employees or agents of the Transferor against 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 or duties hereunder or pursuant to any document delivered hereunder. The Except as provided in Section 7.4, the Transferor shall not be under any liability to the IssuerTrust, the Servicer, the Owner Trustee, the Indenture Trustee, the NoteholdersCertificateholders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as Transferor pursuant to this Agreement or any Supplement whether arising from express or implied duties under this AgreementAgreement or any Supplement; provided, however, that this provision shall not protect the Transferor 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 reckless disregard of its obligations or duties hereunderhereunder or under any Supplement. The Transferor and any director, officer, employee or agent of the Transferor 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.

Limitation on Liability of the Transferor. The directors, officers, employees or employees, agents and representatives of the Transferor shall not be under any liability to the IssuerTrust, the Servicer, the Owner Trustee, the Indenture Trustee, the NoteholdersCertificateholders, any Enhancement Provider Provider, if any, or any other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and any Supplement and the issuance of the NotesCertificates; provided, however, that this provision shall not protect the officers, directors, officers, employees or agents of the Transferor against 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 or duties hereunder or pursuant to any document delivered hereunder. The Except as provided in Sections 7.1 or 7.4, the Transferor shall not be under any liability to the IssuerTrust, the Servicer, the Owner Trustee, the Indenture Trustee, the NoteholdersCertificateholders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as Transferor pursuant to this Agreement whether or any Supplement, however arising from express or implied duties under this AgreementAgreement or any Supplement; provided, however, that this provision shall not protect the Transferor against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations or duties as Transferor hereunder. The Transferor and any director, officer, employee employee, agent or agent representative of the Transferor 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.

Limitation on Liability of the Transferor. The directors, officers, None of the directors or officers or employees or agents of the Transferor shall not be under any liability to the IssuerTrust, the Servicer, Trustee or the Owner Trustee, the Indenture Trustee, the Noteholders, any Enhancement Provider or any other Person hereunder or pursuant to any document delivered hereunderCertificateholders, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and the issuance of the NotesCertificates; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the directors, officers, employees or agents of the Transferor any such Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of the duties or by reason of reckless disregard of obligations or duties hereunder or pursuant to any document delivered hereunder. The Except as provided in Section 7.07, the Transferor shall not be under any liability to the IssuerTrust, the Servicer, Trustee or the Owner Trustee, the Indenture Trustee, the Noteholders, any Enhancement Provider or any other Person Certificateholders for any action taken or for refraining from the taking of any action in its capacity as Transferor pursuant to this Agreement whether arising from express or implied duties under this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Transferor against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations or and duties hereunder. The Transferor and any director, officer, director or officer or employee or agent of the Transferor may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person respecting any matters arising hereunder.

Limitation on Liability of the Transferor. The directors, ----------------------------------------- officers, employees or agents of the Transferor shall not be under any liability to the IssuerTrust, the Servicer, the Owner Trustee, the Indenture Trustee, the NoteholdersCertificateholders, any Enhancement Provider or any other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and any Supplement and the issuance of the NotesCertificates; provided, however, that this provision shall not protect the directors, -------- ------- officers, employees or agents of the Transferor against 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 or duties hereunder or pursuant to any document delivered hereunder. The Except as provided in Section 7.4, the Transferor shall not be under any liability to the IssuerTrust, the Servicer, the Owner Trustee, the Indenture Trustee, the NoteholdersCertificateholders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as Transferor pursuant to this Agreement or any Supplement whether arising from express or implied duties under this AgreementAgreement or any Supplement; provided, however, that this provision shall -------- ------- not protect the Transferor 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 reckless disregard of its obligations or duties hereunderhereunder or under any Supplement. The Transferor and any director, officer, employee or agent of the Transferor 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.

Limitation on Liability of the Transferor. The directorsSubject to Sections 7.1 and 7.4 with respect to the Transferor, officersand except as specifically provided herein or in any Supplement, neither the Transferor nor any of the directors or officers or employees or (subject to the proviso in the last sentence of Section 2.4(c) above) Affiliates or agents of the Transferor shall not be under any liability to the IssuerTrust, the Servicer, the Owner Trustee, the Indenture Trustee, the Noteholders, any Enhancement Provider Certificateholders or any other Person hereunder for taking any action or for refraining from taking any action pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and the issuance of the Notes(including any Supplement) whether arising from express or implied duties under this Agreement (including any Supplement) or otherwise; provided, however, that this provision shall not protect the directors, officers, employees Transferor or agents of the Transferor any such Person against 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 or duties hereunder or pursuant to any document delivered hereunder. The Transferor shall not be under any liability to the Issuer, the Servicer, the Owner Trustee, the Indenture Trustee, the Noteholders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as Transferor pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Transferor 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 reckless disregard of its obligations or and duties hereunder. The Transferor and any director, officer, director or officer or employee or Affiliate or agent of the Transferor 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. Each of the Trustee and the Servicer agrees that the obligations of the Transferor to the Trustee, the Servicer, the Certificateholders and the Trust hereunder, including without limitation the obligation of the Transferor in respect of indemnities pursuant to Section 7.4 hereof, shall (subject to the proviso in the last sentence of Section 2.4(c) above) be payable from the Trust Assets (and, solely with respect to the payment of interest and repayment of principal under the Certificates, solely from the Trust Assets) in accordance with the provisions of this Agreement and any Supplement or such other assets of the Transferor as may be available; provided that such obligations (other than in respect of principal and interest on the Certificates) shall be suspended at any time solely to the extent that, and for so long as, the Transferor's assets are insufficient to pay in full such obligations; and provided, further, that such obligations (other than in respect of principal and interest on the Certificates) are fully subordinated to the Transferor's obligations with respect to the payment of interest and principal under the Certificates, and the security interest of the Trustee in the Trust Assets with respect to such interest and principal obligations and provided further, that such obligations are non-recourse obligations of the Transferor and if unpaid, do not represent a claim against the Transferor. The provisions of this Section shall survive termination of this Agreement and termination of the Trust.

Limitation on Liability of the Transferor. The directors, officers, None of the ----------------------------------------- directors or officers or employees or agents of the Transferor shall not be under any liability to the IssuerTrust, the Servicer, Trustee or the Owner Trustee, the Indenture Trustee, the Noteholders, any Enhancement Provider or any other Person hereunder or pursuant to any document delivered hereunderCertificateholders, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and the issuance of the NotesCertificates; provided, however, that this provision -------- ------- shall not protect the directors, officers, employees or agents of the Transferor any such Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of the duties or by reason of reckless disregard of obligations or duties hereunder or pursuant to any document delivered hereunder. The Except as provided in Section 7.07, the Transferor shall not be under any liability to the IssuerTrust, the Servicer, Trustee or the Owner Trustee, the Indenture Trustee, the Noteholders, any Enhancement Provider or any other Person Certificateholders for any action taken or for refraining from the taking of any action in its capacity as Transferor pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, -------- however, that this provision shall not protect the Transferor against any ------- liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations or and duties hereunder. The Transferor and any director, officer, director or officer or employee or agent of the Transferor 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.

Limitation on Liability of the Transferor. The directors, officers, None of the ----------------------------------------- directors or officers or employees or agents of the Transferor shall not be under any liability to the IssuerTrust, the Servicer, Trustee or the Owner Trustee, the Indenture Trustee, the Noteholders, any Enhancement Provider or any other Person hereunder or pursuant to any document delivered hereunderCertificateholders, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and the issuance of the NotesCertificates; provided, however, that this provision -------- ------- shall not protect the directors, officers, employees or agents of the Transferor any such Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of the duties or by reason of reckless disregard of obligations or duties hereunder or pursuant to any document delivered hereunder. The Except as provided in Section 7.07, the Transferor shall not be under any liability to the IssuerTrust, the Servicer, Trustee or the Owner Trustee, the Indenture Trustee, the Noteholders, any Enhancement Provider or any other Person Certificateholders for any action taken or for refraining from the taking of any action in its capacity as Transferor pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the -------- ------- Transferor against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations or and duties hereunder. The Transferor and any director, officer, director or officer or employee or agent of the Transferor 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.

Limitation on Liability of the Transferor. The directors, officers, None of the ----------------------------------------- directors or officers or employees or agents of the Transferor shall not be under any liability to the IssuerTrust, the Servicer, Trustee or the Owner Trustee, the Indenture Trustee, the Noteholders, any Enhancement Provider or any other Person hereunder or pursuant to any document delivered hereunderCertificateholders, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and the issuance of the NotesCertificates; provided, however, that this provision shall -------- ------- not protect the directors, officers, employees or agents of the Transferor any such Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of the duties or by reason of reckless disregard of obligations or duties hereunder or pursuant to any document delivered hereunder. The Except as provided in Section 7.07, the Transferor shall not be under any liability to the IssuerTrust, the Servicer, Trustee or the Owner Trustee, the Indenture Trustee, the Noteholders, any Enhancement Provider or any other Person Certificateholders for any action taken or for refraining from the taking of any action in its capacity as Transferor pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that -------- ------- this provision shall not protect the Transferor against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations or and duties hereunder. The Transferor and any director, officer, director or officer or employee or agent of the Transferor 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.

Limitation on Liability of the Transferor. The ----------------------------------------- directors, officers, employees or agents of the Transferor shall not be under any liability to the IssuerTrust, the Servicer, the Owner Trustee, the Indenture Trustee, the NoteholdersCertificateholders, any Enhancement Provider or any other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and any Supplement and the issuance of the NotesCertificates; provided, however, that this provision shall not -------- ------- protect the directors, officers, employees or agents of the Transferor against 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 or duties hereunder or pursuant to any document delivered hereunder. The Except as provided in Section 7.4, the Transferor shall not be under any liability to the IssuerTrust, the Servicer, the Owner Trustee, the Indenture Trustee, the NoteholdersCertificateholders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as Transferor pursuant to this Agreement or any Supplement whether arising from express or implied duties under this AgreementAgreement or any Supplement; provided, -------- however, that this provision shall not protect the Transferor 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 reckless disregard of its obligations or duties hereunderhereunder or under any Supplement. The Transferor and any director, officer, employee or agent of the Transferor 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.