Common use of Limitation on Liability of Depositor and Others Clause in Contracts

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 104 contracts

Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2018-B), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2011-A), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2019-C)

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Limitation on Liability of Depositor and Others. The Depositor and any director, officer, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any no obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, Agreement and that in its opinion may involve it in any expense or liability.

Appears in 50 contracts

Samples: Sale and Servicing Agreement (BMW Fs Securities LLC), Sale and Servicing Agreement (BMW Vehicle Owner Trust 2016-A), Sale and Servicing Agreement (BMW Fs Securities LLC)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, director or officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability. The indemnities contained in this Section shall survive the resignation of the Indenture Trustee or termination of this Agreement.

Appears in 33 contracts

Samples: Sale and Servicing Agreement (Daimler Trucks Retail Trust 2024-1), Sale and Servicing Agreement (Daimler Trucks Retail Trust 2024-1), Sale and Servicing Agreement (Daimler Trucks Retail Receivables LLC)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 30 contracts

Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2008-1), Sale and Servicing Agreement (Merrill Auto Trust Securitization 2008-1), Sale and Servicing Agreement (USAA Auto Owner Trust 2007-2)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, director or officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 30 contracts

Samples: Pooling and Servicing Agreement (Cit Funding Co, LLC), Pooling and Servicing Agreement (CIT Equipment Collateral 2008-Vt1), Pooling and Servicing Agreement (Cit Equipment Collateral 2006-Vt2)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, employee or agent of the Depositor thereof may reasonably rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, Agreement and that in its opinion may involve it in any expense or liability.

Appears in 19 contracts

Samples: Sale and Servicing Agreement (California Republic Auto Receivables Trust 2017-1), Sale and Servicing Agreement (California Republic Auto Receivables Trust 2017-1), Sale and Servicing Agreement (California Republic Auto Receivables Trust 2016-1)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, Agreement and that in its opinion may involve it in any expense or liability.

Appears in 11 contracts

Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Funding Inc), Pooling and Servicing Agreement (Deutsche Recreational Asset Funding Corp), Sale and Servicing Agreement (Nal Financial Group Inc)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, director or officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 9 contracts

Samples: Form of Sale and Servicing Agreement (Caterpillar Financial Funding Corp), Sale and Servicing Agreement (Caterpillar Financial Asset Trust 2007-A), Sale and Servicing Agreement (Caterpillar Financial Asset Trust 2006-A)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, director or manager or officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder any Basic Document. The Depositor shall will not be under any obligation to appear in, prosecute or defend any legal action that shall will not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 7 contracts

Samples: Sale and Servicing Agreement (Triad Financial Special Purpose LLC), Sale and Servicing Agreement (Triad Financial Special Purpose LLC), Sale and Servicing Agreement (Triad Financial Special Purpose LLC)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, member or officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder any Basic Document. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 5 contracts

Samples: Sale and Servicing Agreement (Franklin Auto Trust 2007-1), Sale and Servicing (Franklin Auto Trust 2005-1), Sale and Servicing Agreement (Franklin Receivables LLC)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, director or officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder any Basic Document. The Depositor shall will not be under any obligation to appear in, prosecute or defend any legal action that shall will not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 4 contracts

Samples: Sale and Servicing (Triad Automobile Receivables Trust 2003-B), Sale and Servicing (Triad Financial Special Purpose LLC), Sale and Servicing (Triad Automobile Receivables Trust 2004-A)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, employee or agent of the Depositor thereof may reasonably rely in good faith on the advice of counsel or counselor on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, Agreement and that in its opinion may involve it in any expense or liability.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (California Republic Funding LLC), Sale and Servicing Agreement (California Republic Funding LLC), Sale and Servicing Agreement (California Republic Funding LLC)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (GS Auto Loan Trust 2005-1), Sale and Servicing Agreement (GS Auto Loan Trust 2006-1), Sale and Servicing Agreement (Gs Auto Loan Trust 2004-1)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, director or officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this the Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Nationscredit Grantor Trust 1997-1), Pooling and Servicing Agreement (Nationscredit Grantor Trust 1997-2), Nationscredit Securitization Corp

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, director or officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, kind prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder this Agreement. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its obligations as transferor of the Contracts under this Agreement, Agreement and that in its opinion may involve it in any expense or liability.

Appears in 3 contracts

Samples: Transfer and Servicing Agreement (Antigua Funding Corp), Transfer and Servicing Agreement (Capita Equipment Receivables Trust 1996-1), Transfer and Servicing Agreement (Antigua Funding Corp)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, director or officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder any Basic Document. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Ml Asset Backed Corp), Sale and Servicing Agreement (Ml Asset Backed Corp), Sale and Servicing Agreement (Painewebber Asset Acceptance Corp)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, employee or agent of the Depositor thereof may reasonably rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, Agreement and that in its opinion may involve it in any expense or liability.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Huntington Auto Trust 2012-2), Sale and Servicing Agreement (Huntington Auto Trust 2012-1), Sale and Servicing Agreement (Huntington Funding, LLC)

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Limitation on Liability of Depositor and Others. The Depositor and any director, officer, director or officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder this Agreement (provided that such reliance shall not limit in any way the Depositor's obligations under Section 2.2). The Except as provided in this Agreement, the Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Mellon Auto Grantor Trust 2000-2), Pooling and Servicing Agreement (Mellon Auto Grantor Trust 2000-1), Pooling and Servicing Agreement (Mellon Auto Grantor Trust 1999-1)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any obligation under this Agreement to appear in, prosecute prosecute, or defend any legal action that shall not be incidental unrelated to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 3 contracts

Samples: Supplement Agreement (Usaa Acceptance LLC), Supplement Agreement (Usaa Acceptance LLC), Supplement Agreement (Usaa Acceptance LLC)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunderhereunder or under any other Basic Documents. The Depositor shall not be under any obligation under this Agreement to appear in, prosecute prosecute, or defend any legal action that shall not be incidental unrelated to its obligations under this AgreementAgreement or any other Basic Document, and that in its opinion may involve it in any expense or liability.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Chase Auto Owner Trust 2006-A), Sale and Servicing Agreement (JPMorgan Chase Bank, National Association), Sale and Servicing Agreement (JPMorgan Chase Bank, National Association)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, director or officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder any Basic Document (provided that such reliance shall not limit in any way the Depositor’s obligations under Section 3.2). The Except as provided in this Agreement, the Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 2 contracts

Samples: Sale and Servicing (Ace Securities Corp), Sale and Servicing (Ace Securities Corp)

Limitation on Liability of Depositor and Others. The ----------------------------------------------- Depositor and any director, officer, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 2 contracts

Samples: Transfer and Servicing Agreement (Deutsche Recreational Asset Funding Corp), Form of Sale and Servicing Agreement (Morgan Stanley Abs Capital Ii Inc)

Limitation on Liability of Depositor and Others. The ----------------------------------------------- Depositor and any director, officer, director or officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder any Basic Document. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Prudential Securities Secured Financing Corp), Sale and Servicing Agreement (Prudential Securities Secured Financing Corp)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, director or officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunderunder any Basic Document. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Bond Securitization LLC)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, director or officer or employee or agent of the Depositor may rely in good faith on 44 the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Uacsc 1996-D Auto Trust)

Limitation on Liability of Depositor and Others. The Depositor and any director, officer, officer or employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall is not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Sale and Servicing Agreement (SunTrust Auto Receivables, LLC)

Limitation on Liability of Depositor and Others. The ----------------------------------------------- Depositor and any director, officer, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, Agreement and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Abs Capital Ii Inc)

Limitation on Liability of Depositor and Others. The ----------------------------------------------- Depositor and any director, officer, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor shall not be under any no obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, Agreement and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Sale and Servicing Agreement (SSB Vehicle Securities Inc)

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