Limitation on Liability of Transferor. Subject to Section 4.01 and except as provided in Section 4.04, neither Transferor, any Holder of Transferor Interest nor any of the directors, officers, employees or agents of Transferor acting in such capacities shall be under any liability to Issuer, Owner Trustee, the Holders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in good faith in their capacities as Transferor pursuant to this Agreement; provided that this provision shall not protect Transferor, any Holder of Transferor Interest or 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 and duties hereunder. Transferor and any director, officer, employee or agent of Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than Transferor) respecting any matters arising hereunder.
Appears in 5 contracts
Samples: Transfer and Servicing Agreement (First National Funding LLC), Transfer and Servicing Agreement (First National Funding LLC), Transfer and Servicing Agreement (First National Master Note Trust)
Limitation on Liability of Transferor. Subject to Section 4.01 and except as provided in Section 4.044.01, neither Transferor, any Holder of the Transferor Interest nor any of the its directors, members, managers, officers, employees or agents of Transferor acting in such capacities shall will be under any liability to the Issuer, the Owner Trustee, the HoldersIndenture Trustee, the Noteholders, any Enhancement Provider other Transferor, any Series Enhancers or any other Person for any action taken or for refraining from the taking of any action in good faith in their capacities the capacity as a Transferor pursuant to under this Agreement whether arising from express or implied duties under this Agreement; provided provided, however, that this provision shall does not protect Transferor, any Holder of the Transferor Interest or any such Person against any liability which would otherwise be imposed by reason of willful misfeasancewrongdoing, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Transferor and any directorof its directors, officermembers, employee managers, officers, employees or agent of Transferor agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than Transferor) respecting any matters arising hereunder.
Appears in 3 contracts
Samples: Transfer and Servicing Agreement (Ford Credit Auto Receivables LLC), Transfer and Servicing Agreement (Nissan Wholesale Receivables Corp Ii), Transfer and Servicing Agreement (Nissan Wholesale Receivables Corp Ii)
Limitation on Liability of Transferor. Subject to Section 4.01 and except as provided in Section 4.044.1, neither Transferor, any Holder of the Transferor Interest nor any of the directors, officers, employees or agents of Transferor or any Holder of the Transferor Interest acting in such capacities shall be under any liability to Issuer, Owner Trustee, the Holders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in good faith in their capacities as Transferor pursuant to this Agreement; provided that this provision shall not protect Transferor, any Holder of the Transferor Interest or 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 and duties hereunder. Transferor and any director, officer, employee or agent of Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than Transferor) respecting any matters arising hereunder.
Appears in 2 contracts
Samples: Transfer and Servicing Agreement, Transfer and Servicing Agreement (Alliance Data Systems Corp)
Limitation on Liability of Transferor. Subject to Section 4.01 and except as provided in Section 4.04SECTION 4.1, neither Transferor, any Holder of the Transferor Interest nor any of the their directors, officers, employees or agents of Transferor acting in such capacities shall be under any liability to Issuer, Owner Trustee, the Holders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in good faith in their capacities as Transferor pursuant to this Agreement; provided PROVIDED that this provision shall not protect Transferor, any Holder of the Transferor Interest or 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 and duties hereunder. Transferor and any director, officer, employee or agent of Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than Transferor) respecting any matters arising hereunder.
Appears in 2 contracts
Samples: Transfer and Servicing Agreement (World Financial Network Credit Card Master Trust), Transfer and Servicing Agreement (World Financial Network Credit Card Master Trust)
Limitation on Liability of Transferor. Subject to Section 4.01 and except as provided in Section 4.043.1, neither Transferor, any Holder of the Transferor Interest nor any of the directors, officers, employees or agents of Transferor or any Holder of the Transferor Interest acting in such capacities shall be under any liability to Issuer, Owner Trustee, the Holders, any Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in good faith in their capacities as Transferor pursuant to this Agreement; provided that this provision shall not protect Transferor, any Holder of the Transferor Interest or 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 and duties hereunder. Transferor and any director, officer, employee or agent of Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than Transferor) respecting any matters arising hereunder.
Appears in 1 contract
Samples: Transfer Agreement (Bread Financial Holdings, Inc.)