Common use of Limitation on Liability of Transferor Clause in Contracts

Limitation on Liability of Transferor. Subject to Section 4.01, neither the Transferor nor any of its directors, shareholders, members, managers, officers, employees or agents will be under any liability to the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, any other Transferor, any Series Enhancers or any other Person for any action taken or for refraining from the taking of any action in the capacity as a Transferor under this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision does not protect the Transferor or any such Person against any liability that would otherwise be imposed by reason of willful wrongdoing, 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 of its directors, shareholders, members, managers, officers, employees or agents 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.