Common use of Limitations of Liability of Decision-Eligible Note A Holders Clause in Contracts

Limitations of Liability of Decision-Eligible Note A Holders. Each Decision-Eligible Note A Holder may determine whether to approve a Majority Decision or Extraordinary Major Decision in its sole discretion and shall have no duty to consider the interests of one or more other Noteholders (including any other Decision-Eligible Note A Holders) in making such determination, nor to disclose to one or more other Noteholders (including other Decision-Eligible Note A Holders) any interests of such Decision-Eligible Note A Holder or any Affiliate thereof that may conflict with the interests of one or more other Noteholders (including other Decision-Eligible Note A Holders) or any Affiliate thereof. No Decision-Eligible Note A Holder shall have any duty to notify any other Noteholder (including other Decision-Eligible Note A Holders) of the time periods for consent or approval (or deemed consent or approval) applicable to any Noteholder or any representative thereof under this Agreement or the Servicing Agreement. No Decision-Eligible Note A Holder (nor any of its Affiliates, directors, members, managers, officers, employees or agents) shall be under any liability to any other Noteholders (including other Decision-Eligible Note A Holders), or any other Person, 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. However, no Decision-Eligible Note A Holder shall be protected against any liability which would otherwise be imposed by reason of (i) any breach of warranty or representation by such party in this Agreement or (ii) any willful misconduct, bad faith, fraud or gross negligence in the performance or exercise of its express obligations or rights under this Agreement or the Servicing Agreement.