Limitation on Liability of the. Contract Seller, the Servicer and ---------------------------------------------------------------- Others. ------ Neither the Contract Seller, the Servicer nor any of their directors, officers, employees or agents shall be under any liability to the Trustee or the Certificateholders for any errors in judgment or 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 Contract Seller or any such ------- Person against any liability that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, further that this provision -------- ------- shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of its willful misconduct or gross negligence. The Contract Seller, the Servicer and any of their directors, officers, employees or agents may rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Contract Seller nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which arises under this Agreement (other than in connection with the enforcement of any Contract in accordance with this Agreement) and which in its opinion may involve it in any expenses or liability; provided, however, that the Servicer may in its -------- ------- discretion undertake any such other legal action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the Certificate Account, and the Servicer shall be entitled to be reimbursed therefor out of the Certificate Account as provided by Section 5.03.
Limitation on Liability of the. Special Servicer and --------------------------------------------------- Others. ------ Neither the Special Servicer nor any of the directors, officers, employees or agents of the Special Servicer shall be under any liability to the Owner 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, provided, however, that this provision shall not protect the Special Servicer or any such person against any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. The Special Servicer and any director, officer, employee or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to standby service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability, provided, however, that the Special Servicer may, with the consent of the Owner, undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto. In such event, the Special Servicer shall be entitled to reimbursement from the Owner for the reasonable legal expenses and costs of such action. Notwithstanding the foregoing, in no event shall the Special Servicer be liable to the Owner for indirect, consequential, punitive or loss-of-profit damages; provided, however, the Special Servicer shall indemnify the Owner for any losses with respect to punitive damages caused by the Special Servicer and incurred by the Owner from a final and non- appealable judgment from a court of competent jurisdiction in favor of a third party, provided that the Special Servicer has been provided with an opportunity to defend and control the litigation and that the Owner has not agreed to any settlement without the Special Servicer's prior written consent which consent shall not be unreasonably withheld. This Section 8.02 shall survive any termination of this Agreement.
Limitation on Liability of the. TRUST CASH MANAGER, ANY CO-TRUST CASH MANAGER AND OTHERS
Limitation on Liability of the. Collateral Agent 11 SECTION 3.7 Fees of the Collateral Agent 12 ARTICLE 4 EVENTS OF DEFAULT 12 SECTION 4.1 Events of Default 12 SECTION 4.2 Remedies Upon an Event of Default 13
Limitation on Liability of the. Master Servicer and -------------------------------------------------- Others. ------
Limitation on Liability of the. Master Servicer and -------------------------------------------------- Others. Except as provided in Section 8.04, neither the Master Servicer nor ------ any of the directors or officers or employees or agents of the Master Servicer, shall be under any liability to the Trust, the Trustee, the Certificateholders or any other Person for any action taken or for refraining from the taking of any action in its capacity as Master Servicer pursuant to this Agreement; provided, however, that this provision shall not protect the -------- ------- Master Servicer or any such person against any liability which would otherwise be imposed by reason of wilful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Receivables in accordance with this Agreement which in its reasonable opinion may involve it in any expense or liability.
Limitation on Liability of the. Mortgage Loan Seller, the FDIC, the Servicer and Others. Neither the Mortgage Loan Seller, the FDIC, the Servicer nor any of the directors, officers, employees or agents of the Mortgage Loan Seller, the FDIC, or the Servicer shall be under any liability to the Trust Fund or the Certificateholders 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; provided, however, that this provision shall not protect the Mortgage Loan Seller, the FDIC, the Servicer or any such Person against any breach of warranties or representations made herein, or against any specific liability imposed on the Servicer pursuant to any Section hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of duties. The Mortgage Loan Seller, the FDIC, the Servicer and any director, officer, employee or agent of the Mortgage Loan Seller, the FDIC or the Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising
Limitation on Liability of the. Servicing Advisor, the ----------------------------------------------------- Servicer and the Custodian. --------------------------
Limitation on Liability of the. Administrative Agent's, the ---------------------------------------------------------- Issuing Bank's and the Lenders' Officers, Employees, etc. Any obligation or -------------------------------------------------------- liability whatsoever of the 100 Administrative Agent, the Issuing Bank or any Lender which may arise at any time under this Agreement or any other Loan Document shall be satisfied, if at all, out of the Administrative Agent's, the Issuing Bank's or such Lender's respective assets only. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, the property of any of the Administrative Agent's, the Issuing Bank's or any Lender's shareholders, directors, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise. [Signature Pages Follow] EXECUTED as of the date first written above.
Limitation on Liability of the. [Master]
