Common use of Limitation on Liability of Master Servicer and Others Clause in Contracts

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer, the Indenture Trustee nor any of the directors or officers or employees or agents of any such Persons shall be under any liability to the Trust, except as provided in this Agreement and each Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or a Related Document; PROVIDED, HOWEVER, that this provision shall not protect the Master Servicer, the Indenture Trustee or any such Persons against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of duties (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this Agreement and each Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; PROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Delaware Trustee or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Delaware Trustee or the Owner Trustee, in their individual capacities. The Master Servicer, the Indenture Trustee and any director, officer, employee or agent of such Persons may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person pertaining to any matters arising under this Agreement. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability.

Limitation on Liability of Master Servicer and Others. (a) Neither None of the Master Servicer, the Administrator, the Indenture Trustee nor Trustee, or any of the directors or officers or employees or agents of any such Persons shall be under any liability to the Trust, except as provided in this Agreement and each Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or a Related Document; PROVIDEDprovided, HOWEVERhowever, that this provision shall not protect the Master Servicer, the Administrator, the Indenture Trustee or any such Persons against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of duties (including negligence with respect to the Master Servicer's ’s indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this Agreement and each Related Document or any violation of law by the Master Servicer, the Administrator, the Indenture Trustee or such person, as the case may be; PROVIDEDprovided, FURTHERfurther, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Delaware Trustee Administrator or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Delaware Trustee Administrator or the Owner Trustee, in their individual capacities. The Master Servicer, the Administrator, the Indenture Trustee and any director, officer, employee or agent of such Persons may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person pertaining to any matters arising under this Agreement. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability.

Limitation on Liability of Master Servicer and Others. (a) Neither None of the Master Servicer, the Administrator, the Indenture Trustee nor Trustee, or any of the directors or officers or employees or agents of any such Persons shall be under any liability to the Trust, except as provided in this Agreement and each Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or a Related Document; PROVIDEDprovided, HOWEVERhowever, that this provision shall not protect the Master Servicer, the Administrator, the Indenture Trustee or any such Persons against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of duties (including negligence with respect to the Master Servicer's ’s indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this Agreement and each Related Document or any violation of law by the Master Servicer, the Administrator, the Indenture Trustee or such person, as the case may be; PROVIDEDprovided, FURTHERfurther, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Administrator, the Delaware Trustee or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Administrator, the Delaware Trustee or the Owner Trustee, in their individual capacities. The Master Servicer, the Administrator, the Indenture Trustee and any director, officer, employee or agent of such Persons may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person pertaining to any matters arising under this Agreement. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability.

Limitation on Liability of Master Servicer and Others. (a) . (a) Neither the Master Servicer, the Indenture Trustee nor any of the directors or officers or employees or agents of any such Persons the Master Servicer or the Indenture Trustee shall be under any liability to the Trust, except as provided in this Agreement and each Basic Document or Series Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement and each Basic Document or a Series Related Document; PROVIDEDprovided, HOWEVERhowever, that this provision shall not protect the Master Servicer, the Indenture Trustee or any such Persons person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of duties (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this Agreement and each Basic Document or Series Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; PROVIDEDprovided, FURTHERfurther, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Delaware Trustee or and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Delaware Trustee or and the Owner Trustee, in their individual capacities. The Master Servicer, the Indenture Trustee and any director, officer, employee or agent of such Persons the Master Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person pertaining to respecting any matters arising under this Agreement. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer, the Indenture Trustee nor any of the directors or officers or employees or agents of any such Persons shall be under any liability to the Trust, except as provided in this Agreement and each Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or a Related Document; PROVIDEDprovided, HOWEVERhowever, that this provision shall not protect the Master Servicer, the Indenture Trustee or any such Persons against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of duties (including negligence with respect to the Master Servicer's ’s indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this Agreement and each Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; PROVIDEDprovided, FURTHERfurther, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Delaware Trustee or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Delaware Trustee or the Owner Trustee, in their individual capacities. The Master Servicer, the Indenture Trustee and any director, officer, employee or agent of such Persons may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person pertaining to any matters arising under this Agreement. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer, the Indenture Trustee nor any of the directors or officers or employees or agents of any such Persons the Master Servicer or the Trustee shall be under any liability to the Trust, except as provided in this Agreement and each Basic Document or Series Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement and each Basic Document or a Series Related Document; PROVIDED, HOWEVER, that this provision shall not protect the Master Servicer, the Indenture Trustee or any such Persons person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of duties (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this Agreement and each Basic Document or Series Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; PROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Delaware Trustee or and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Delaware Trustee or and the Owner Trustee, in their individual capacities. The Master Servicer, the Indenture Trustee and any director, officer, employee or agent of such Persons the Master Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person pertaining to respecting any matters arising under this Agreement. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer, the Indenture Trustee Servicer nor any of the directors or officers or directors, officers, employees or agents of any such Persons the Master Servicer shall be under any liability to the TrustIssuer, the Depositor, the Securities Insurer, the Swap Counterparty or the holders of Notes, except as provided in under this Agreement and each Related DocumentAgreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or a Related Documentfor errors in judgment; PROVIDED, HOWEVER, that this provision shall not protect the Master Servicer, the Indenture Trustee Servicer or any such Persons person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of duties (including negligence with respect to the Master Servicer's indemnification obligations hereunder), or by reason of reckless disregard of obligations and duties under this Agreement and each Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; PROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Delaware Trustee or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Delaware Trustee or the Owner Trustee, in their individual capacitiesAgreement. The Master Servicer, the Indenture Trustee Servicer and any director, officer, employee or agent of such Persons the Master Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person pertaining to person respecting any matters arising under this Agreement. The Indenture Trustee Except as provided in this Agreement, the Master Servicer shall not be required under any obligation to expend appear in, prosecute or risk its own funds or otherwise incur financial liability in the performance of defend any of legal action that shall not be incidental to its duties hereunderto service the Financed Student Loans in accordance with this Agreement, or and that in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to opinion may involve it in writing prior any expense or liability; PROVIDED, HOWEVER, that the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the expenditure other Basic Documents and the interests of risk the holders of such funds or incurrence of financial liabilityNotes under the Indenture.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer, the Indenture Trustee nor any of the directors or officers or employees or agents of any such Persons the Master Servicer or the Trustee shall be under any liability to the Trust, except as provided in this Agreement and each Related Basic Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or a Related and each Basic Document; PROVIDED, HOWEVER, that this provision shall not protect the Master Servicer, the Indenture Trustee or any such Persons person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of duties (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this Agreement and each Related Basic Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; PROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Delaware Trustee or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Delaware Trustee or the Owner Trustee, in their individual capacities. The Master Servicer, the Indenture Trustee and any director, officer, employee or agent of such Persons the Master Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person pertaining to respecting any matters arising under this Agreement. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer, the Indenture Trustee Servicer nor any of the directors or officers or directors, officers, employees or agents of any such Persons the Master Servicer shall be under any liability to the Trust, except as provided in this Agreement and each Related Document, Trustee or the Bondholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Indenture, or a Related Documentfor errors in judgment; PROVIDEDprovided, HOWEVERhowever, that this provision shall not protect the Master Servicer, the Indenture Trustee Servicer or any such Persons person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (excluding errors in judgment) in the its performance of its duties (including negligence with respect to the Master Servicer's indemnification obligations hereunder), or by reason of reckless disregard of for its obligations and duties under this Agreement and each Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; PROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Delaware Trustee or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Delaware Trustee or the Owner Trustee, in their individual capacitiesIndenture. The Master Servicer, the Indenture Trustee Sxxxxxxx and any director, officer, employee or agent of such Persons the Master Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person pertaining to respecting any matters arising under this Agreementhereunder. The Master Servicer shall be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to master service the Mortgage Loans in accordance with this Indenture Trustee and that in its opinion may involve it in any expenses or liability; provided, however, that the Master Servicer may in its sole discretion undertake any such action that it may deem necessary or desirable in respect to this Indenture and the rights and duties of the parties hereto and the interests of the Bondholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuer and the Master Servicer shall be entitled to be reimbursed therefor out of the Distribution Account. The Master Servicer shall not be required to expend liable for any acts or risk its own funds or otherwise incur financial liability in the performance omissions of any of its duties hereunder, Servicer except to the extent the Issuer incurs damages or in the exercise of any of its rights or powers, if the repayment expenses as a result of such funds act or adequate written indemnity against omissions and such risk damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or liability is not reasonably assured to it recklessness of the Master Servicer in writing prior to supervising, monitoring and overseeing the expenditure obligations of risk of such funds or incurrence of financial liabilitythe Servicers in this Indenture.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer, the Indenture Trustee nor any of the directors or officers or employees or agents of any such Persons the Master Servicer or the Indenture Trustee shall be under any liability to the Trust, except as provided in this Agreement and each Basic Document or 47 Series Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement and each Basic Document or a Series Related Document; PROVIDED, HOWEVER, that this provision shall not protect the Master Servicer, the Indenture Trustee or any such Persons person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of duties (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this Agreement and each Basic Document or Series Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; PROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Delaware Trustee or and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Delaware Trustee or and the Owner Trustee, in their individual capacities. The Master Servicer, the Indenture Trustee and any director, officer, employee or agent of such Persons the Master Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person pertaining to respecting any matters arising under this Agreement. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability.

Limitation on Liability of Master Servicer and Others. (a) . (a) Neither the Master Servicer, the Indenture Trustee nor any of the directors or officers or employees or agents of any such Persons the Master Servicer or the Trustee shall be under any liability to the Trust, except as provided in this Agreement and each Basic Document or Series Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement and each Basic Document or a Series Related Document; PROVIDEDprovided, HOWEVERhowever, that this provision shall not protect the Master Servicer, the Indenture Trustee or any such Persons person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of duties (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this Agreement and each Basic Document or Series Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; PROVIDEDprovided, FURTHERfurther, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Delaware Trustee or and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Delaware Trustee or and the Owner Trustee, in their individual capacities. The Master Servicer, the Indenture Trustee and any director, officer, employee or agent of such Persons the Master Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person pertaining to respecting any matters arising under this Agreement. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer, the Indenture Trustee nor any of the directors or officers or employees or agents of any such Persons the Master Servicer or the Indenture Trustee shall be under any liability to the Trust, except as provided in this Agreement and each Basic Document or Series Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement and each Basic Document or a Series Related Document; PROVIDEDprovided, HOWEVERhowever, that this provision shall not protect the Master Servicer, the Indenture Trustee or any such Persons person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of duties (including negligence with respect to the Master Servicer's Servicers indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this Agreement and each Basic Document or Series Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; PROVIDEDprovided, FURTHERfurther, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Delaware Trustee or and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Delaware Trustee or and the Owner Trustee, in their individual capacities. The Master Servicer, the Indenture Trustee and any director, officer, employee or agent of such Persons the Master Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person pertaining to respecting any matters arising under this Agreement. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability. Notwithstanding anything herein to the contrary, the Indenture Trustee shall not be liable for any obligation of the Master Servicer contained in this Agreement and each Basic Document and Series Related Document, and the Owner Trustee, the Seller and the Noteholders shall look only to the Master Servicer to perform such obligations. The parties expressly acknowledge and consent to U.S. Bank National Association acting in the potential dual capacity of successor Master Servicer and in the capacity as Indenture Trustee. U.S. Bank National Association may, in such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by U.S. Bank National Association of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of negligence and willful misconduct by U.S. Bank National Association.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer, the Indenture Trustee nor any of the directors or officers or employees or agents of any such Persons the Master Servicer or the Indenture Trustee shall be under any liability to the Trust, except as provided in this Agreement and each Basic Document or Series Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement and each Basic Document or a Series Related Document; PROVIDEDprovided, HOWEVERhowever, that this provision shall not protect the Master Servicer, the Indenture Trustee or any such Persons person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of duties (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this Agreement and each Basic Document or Series Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; PROVIDEDprovided, FURTHERfurther, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Delaware Trustee or and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Delaware Trustee or and the Owner Trustee, in their individual capacities. The Master Servicer, the Indenture Trustee and any director, officer, employee or agent of such Persons the Master Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person pertaining to respecting any matters arising under this Agreement. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability.

Limitation on Liability of Master Servicer and Others. (a) Neither None of the Master Servicer, the Indenture Trustee nor Custodian or any of the directors or officers or directors, officers, employees or agents of any such Persons the Master Servicer or the Custodian shall be under any liability to the Trust, except as provided in this Agreement and each Related Document, Indenture Trustee or the Noteholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Agreement, or a Related Documentfor errors in judgment; PROVIDEDprovided, HOWEVERhowever, that this provision shall not protect the Master Servicer, the Indenture Trustee Custodian or any such Persons person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence (excluding errors in judgment) in the its performance of its duties (including negligence with respect to the Master Servicer's indemnification obligations hereunder), or by reason of reckless disregard of for its obligations and duties under this Agreement Agreement. Without limiting the foregoing, neither the Master Servicer nor the Custodian shall be responsible with respect to any duties that it delegates to sub-contractors or subservicers (including the Receivables Servicer) and each Related Document neither will be obligated or any violation liable to the Issuer and the Indenture Trustee for the conduct or misconduct of law such sub-contractors or subservicers (including the Receivables Servicer) selected by the Master Servicer, the Indenture Trustee or such person, as the case may be; PROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Delaware Trustee Servicer or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Delaware Trustee or the Owner Trustee, in their individual capacitiesCustodian with reasonable care. The Master Servicer, the Indenture Trustee Custodian and any director, officer, employee or agent of such Persons the Master Servicer or the Custodian may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person pertaining to respecting any matters arising under hereunder. Neither the Master Servicer nor the Custodian shall be liable for any acts or omissions of any sub-contractor or subservicer (including the Receivables Servicer) except to the extent that damages or expenses are incurred as a result of such act or omissions and such damages and expenses would not have been incurred but for the gross negligence, willful misfeasance, bad faith or recklessness of the Master Servicer or the Custodian in monitoring the obligations of the sub-contractors or subservicers (including the Receivables Servicer) referred to in this Agreement. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer, the Indenture Trustee nor any of the directors or officers or employees or agents of any such Persons shall be under any liability to the Trust, except as provided in this Agreement and each Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or a Related Document; PROVIDED, HOWEVER, that this provision shall not protect the Master Servicer, the Indenture Trustee or any such Persons against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of duties (including negligence with respect to the Master Servicer's indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this Agreement and each Related Document or any violation of law by the Master Servicer, the Indenture Trustee or such person, as the case may be; PROVIDED, FURTHER, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Delaware Trustee or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Delaware Trustee or the Owner Trustee, in their individual capacities. The Master Servicer, the Indenture Trustee and any director, officer, employee or agent of such Persons may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person pertaining to any matters arising under this Agreement. The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure of risk of such funds or incurrence of financial liability.