Limitations on Liability of Each Transferor. Subject to Section 7.01, neither any Transferor nor any of the directors, officers, employees, incorporators or agents of any Transferor acting in such capacities shall be under any liability to the Trust, the Trustee, the Certificateholders, any Series Enhancer, the Servicer, any other Transferor or any other Person for any action taken or for refraining from the taking of any action in good faith in such capacities pursuant to this Agreement, it being expressly understood that such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement and any Supplement and the issuance of the Certificates; provided, however, that this provision shall not protect any Transferor 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. Each Transferor and any director, officer, employee or agent of such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder.
Appears in 10 contracts
Samples: Pooling and Servicing Agreement, Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Limitations on Liability of Each Transferor. Subject to Section 7.014.01, neither any no Transferor nor any of the directors, officers, employees, incorporators or agents of any Transferor acting in such capacities shall be under any liability to the Trust, the Owner Trustee, the CertificateholdersIndenture Trustee, the Noteholders, any Series Enhancer, the Servicer, any other Transferor or any other Person for any action taken or for refraining from the taking of any action in good faith in such capacities pursuant to this Agreement, it being expressly understood that such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement Agreement, the Indenture and any Indenture Supplement and the issuance of the CertificatesNotes; provided, however, that this provision shall not protect any Transferor 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. Each Transferor and any director, officer, employee or agent of such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder.
Appears in 9 contracts
Samples: Transfer and Servicing Agreement (HSBC Private Label Credit Card Master Note Trust (Usa) I), Transfer and Servicing Agreement (HSBC Credit Card Master Note Trust (Usa) I), Transfer and Servicing Agreement (Conseco Finance Credit Funding Corp)
Limitations on Liability of Each Transferor. Subject to Section 7.014.01, neither any no Transferor nor any of the directors, officers, employees, incorporators or agents of any Transferor acting in such capacities shall be under any liability to the Trust, the Owner Trustee, the CertificateholdersIndenture Trustee, the Noteholders, any Series Enhancer, the Servicer, any other Transferor Enhancer or any other Person for any action taken taken, or for refraining from the taking of any action action, in good faith in such capacities pursuant to this Agreement, it being expressly understood that such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement Agreement, the Indenture and any Indenture Supplement and the issuance of the CertificatesNotes; provided, however, that this provision shall not protect any Transferor 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. Each Transferor and any director, officer, employee or agent of such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder.. [END OF ARTICLE IV]
Appears in 4 contracts
Samples: Transfer and Servicing Agreement (Signet Group PLC), Transfer and Servicing Agreement (Associates Credit Card Receivables Corp), Transfer and Servicing Agreement (Advanta Business Recievables Corp)
Limitations on Liability of Each Transferor. Subject to Section 7.014.01, neither any no Transferor nor any of the directors, officers, employees, incorporators or agents of any Transferor acting in such capacities shall be under any liability to the Trust, the Owner Trustee, the CertificateholdersIndenture Trustee, the Noteholders, any Series Enhancer, the Servicer, any other Transferor Enhancer or any other Person for any action taken taken, or for refraining from the taking of any action action, in good faith in such capacities pursuant to this Agreement, it being expressly understood that such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement Agreement, the Indenture and any Indenture Supplement and the issuance of the CertificatesNotes; provided, however, that this provision shall not protect any Transferor 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. Each Transferor and any director, officer, employee or agent of such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder.
Appears in 3 contracts
Samples: Transfer and Servicing Agreement (Signet Jewelers LTD), Transfer and Servicing Agreement (Nordstrom Credit Inc), Master Indenture (Bon Ton Stores Inc)
Limitations on Liability of Each Transferor. Subject to Section 7.014.01, neither any no Transferor nor any of the its directors, officers, employees, incorporators or agents of any Transferor acting in such capacities shall be under any liability to the Trust, the either Trustee, the CertificateholdersNoteholders, any Series Enhancer, the Servicer, any other Transferor Enhancer or any other Person for any action taken taken, or for refraining from the taking of any action action, in good faith in such capacities pursuant to this Agreement, it being expressly understood that such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement Agreement, the Master Indenture and any Indenture Supplement and the issuance of the CertificatesNotes; provided, however, that this provision shall not protect any Transferor or any such person individual 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. Each Transferor and any director, officer, employee or agent of such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder.
Appears in 2 contracts
Samples: Transfer and Servicing Agreement (Nordstrom Inc), Transfer and Servicing Agreement (Nordstrom Inc)
Limitations on Liability of Each Transferor. Subject to Section 7.01SECTION 5.01, neither any no Transferor nor any of the directors, officers, employees, incorporators incorporators, agents, partners, members or agents managers of any Transferor acting in such capacities shall be under any liability to the TrustIssuer, the Owner Trustee, the CertificateholdersIndenture Trustee, the Noteholders, any Series Enhancer, the Servicer, any other Transferor Enhancer or any other Person for any action taken or for refraining from the taking of any action in good faith in such capacities pursuant to this Agreement, it being expressly understood that such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement and any Supplement and the issuance of the CertificatesAgreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect any Transferor 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 its duties or by reason of reckless disregard of obligations and its duties hereunder. Each Transferor and any director, officer, employee employee, partner, member or manager or agent of such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder.. [END OF ARTICLE V]
Appears in 2 contracts
Samples: Transfer and Servicing Agreement (Compucredit Corp), Transfer and Servicing Agreement (Compucredit Corp)
Limitations on Liability of Each Transferor. Subject to Section 7.01, neither any no Transferor nor any of the directors, officers, employees, incorporators incorporators, agents, partners, members or agents managers of any Transferor acting in such capacities shall be under any liability to the Trust, the Trustee, the Certificateholders, any Series Enhancer, the Servicer, any other Transferor or any other Person for any action taken or for refraining from the taking of any action in good faith in such capacities pursuant to this Agreement, it being expressly understood that such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement and any Supplement and the issuance of the CertificatesCertificate; provided, however, that this provision shall not protect any Transferor 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. Each Transferor and any director, officer, employee employee, partner, member or manager or agent of such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder.. [END OF ARTICLE VII]
Appears in 1 contract
Limitations on Liability of Each Transferor. Subject to Section 7.01, neither any no Transferor nor any of the directors, officers, employees, incorporators or agents of any Transferor acting in such capacities shall be under any liability to the Trust, the Trustee, the Certificateholders, any Series Enhancer, the Servicer, any other Transferor or any other Person for any action taken or for refraining from the taking of any action in good faith in such capacities pursuant to this Agreement, it being expressly understood that such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement and any Supplement and the issuance of the CertificatesCertificate; provided, however, that this provision shall not protect any Transferor 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. Each Transferor and any director, officer, employee or agent of such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (At&t Universal Funding Corp)
Limitations on Liability of Each Transferor. Subject to Section 7.015.01, neither any no Transferor nor any of the directors, officers, employees, incorporators incorporators, agents, partners, members or agents managers of any Transferor acting in such capacities shall be under any liability to the TrustIssuer, the Owner Trustee, the CertificateholdersIndenture Trustee, the Noteholders, any Series Enhancer, the Servicer, any other Transferor Enhancer or any other Person for any action taken or for refraining from the taking of any action in good faith in such capacities pursuant to this Agreement, it being expressly understood that such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement and any Supplement and the issuance of the CertificatesAgreement; provided, however, that this provision shall not protect any Transferor 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 its duties or by reason of reckless disregard of obligations and its duties hereunder. Each Transferor and any director, officer, employee employee, partner, member or manager or agent of such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder.
Appears in 1 contract
Samples: Transfer and Servicing Agreement (Compucredit Corp)
Limitations on Liability of Each Transferor. Subject to Section 7.015.01, neither any no Transferor nor any of the directors, officers, employees, incorporators incorporators, agents, partners, members or agents managers of any Transferor acting in such capacities shall be under any liability to the TrustIssuer, the Owner Trustee, the CertificateholdersIndenture Trustee, the Noteholders, any Series Enhancer, the Servicer, any other Transferor Enhancer or any other Person for any action taken or for refraining from the taking of any action in good faith in such capacities pursuant to this Agreement, it being expressly understood that such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement and any Supplement and the issuance of the CertificatesAgreement; provided, however, that this provision shall not protect any Transferor 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 its duties or by reason of reckless disregard of obligations and its duties hereunder. Each Transferor and any director, officer, employee employee, partner, member or manager or agent of such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder.. [END OF ARTICLE V]
Appears in 1 contract
Samples: Transfer and Servicing Agreement (Compucredit Corp)