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

Limitation on Liability of Servicer, Backup Servicer and Others. (a) None of the Servicer, the Backup Servicer or any of their respective directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders or the Certificateholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect the Servicer, the Backup Servicer or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement or willful misfeasance, bad faith or negligence in the performance of duties. The Servicer, the Backup Servicer and any director, officer, employee or agent of the Servicer or Backup Servicer may conclusively 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 respecting any matters arising under this Agreement.

Limitation on Liability of Servicer, Backup Servicer and Others. (a) None of the Servicer, the Backup Servicer Servicer, the Paying Agent or any of their respective directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders or the Certificateholders, Purchaser except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, however that this provision shall not protect the Servicer, the Backup Servicer Servicer, the Paying Agent or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement or willful misfeasance, bad faith or negligence in the performance of duties. The Servicer, the Backup Servicer Servicer, the Paying Agent and any director, officer, employee or agent of the Servicer or Backup Servicer may conclusively 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 respecting any matters arising under this Agreement.