Limitation on Liability of the Administrator and Others. Neither the Administrator nor any of the directors or officers or employees or agents of the Administrator shall be under any liability to the Trust, the Trustee, the Beneficiaries or any other person for any action taken or for refraining from the taking of any action in its capacity as Administrator pursuant to this Agreement; provided, however, that this provision shall not protect the Administrator 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. The Administrator and any director or officer or employee or agent of the Administrator 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 Administrator shall not be under any obligation to appear in, prosecute or defend any legal action whether or not incidental to its duties to service the Royalty Contracts in accordance with this Agreement which in its good faith opinion may result in Administrator incurring any expense or liability. In the event the Administrator decides not to pursue legal action in connection with the enforcement of the Royalty Contracts, Grantor, may at its sole option, pursue any such legal action it deems necessary or appropriate to enforce such Royalty Contracts including, without limitation, action to terminate the Royalty Contracts.
Limitation on Liability of the Administrator and Others. Neither the Administrator nor any of the directors, officers, employees, members or agents of the Administrator shall be under any liability to the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders, the Transferor, the Servicer or any other Person for any action taken, or for refraining from the taking of any action, in good faith in its capacity as Administrator pursuant to this Agreement; provided, however, that this provision shall not protect the Administrator or any directors, officers, employees, members or agents of the Administrator against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Administrator and any director, officer, employee, member or agent of the Administrator may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Administrator) respecting any matters arising hereunder. The Administrator shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Administrator in accordance with this Agreement and which in its reasonable judgment may involve it in any expense or liability. The Administrator may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Noteholders with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Noteholders hereunder. [END OF ARTICLE IV]
Limitation on Liability of the Administrator and Others. Neither the Administrator nor any of the directors or officers or employees or agents of the Administrator shall be under any liability to the 1996-RHS4 LLC, the Issuer, the Owner Trustee, the Master Servicer, the Indenture Trustee or the Securityholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement, provided, however, that this provision shall not protect the Administrator or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Administrator and any director or officer or employee or agent of the Administrator 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 Administrator and any director or officer or employee or agent of the Administrator shall be indemnified by the 1996-RHS4 LLC and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement or the Securities, other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Administrator 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 Revolving Credit Loans in accordance with this Servicing Agreement, and which in its opinion may involve it in any expense or liability; provided, however, that the Administrator may in its sole discretion undertake any such action which it may deem necessary or desirable in respect of this Servicing Agreement, and the rights and duties of the parties hereto and the interests of the Securityholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the 1996-RHS4 LLC, and the Administrator shall be entitled to be reimbursed therefor. The Administrator's right to indemnity or reimbursement pursuant to this Section 7.03 shall survive any resignation or termination of the Administrator pursuant to Section 7.04 or 7.01 with respect to any losses, expen...
Limitation on Liability of the Administrator and Others. No recourse under or upon any obligation or covenant of this Agreement, any Supplement, any Certificate or any other Transaction Document, or for any claim based thereon or otherwise in respect thereof, shall be had against any partner, limited partner, shareholder, officer or director, as such, past, present or future, of the Administrator or of any successor entity, either directly or through the Administrator, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Agreement, any Supplement, all other relevant Transaction Documents and the obligations incurred hereunder or thereunder are solely partnership obligations, and that no such personal liability whatsoever shall attach to, or is or shall be incurred by the general and limited partners, officers or directors, as such, of the Administrator or of any successor entity, or any of them, by reason of the obligations, covenants or agreements contained in this Agreement, any Supplement, any of the Certificates or any other Transaction Documents, or implied therefrom; and that any and all such personal liability of, either at common law or in equity or by constitution or statute, and any and all such rights and claims against, every such partner, limited partner, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations or covenants contained in this Agreement, any Supplement, any of the Certificates or any other Transaction Documents, or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Agreement and any Supplement. The Administrator and any director, officer, employee or agent of the Administrator 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 Administrator shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to administer the Receivables in accordance with this Agreement or any Supplement which in its reasonable opinion may involve it in any expense or liability. The Administrator may, in its sole discretion, undertake any such legal action relating to the administration of Receivables and Related Transferred Assets that it may reasonably deem necessary or appropri...
Limitation on Liability of the Administrator and Others. 26 ------------------------------------------------------- Section 7.04. Administrator Not to Resign................................ 27 --------------------------- Section 7.05. Initial Payment of Indenture Trustee's and Owner Trustee's Fees and Expenses................................ 27 Section 7.06. Administrator Undertakings with Respect to the 1996- RHS4 LLC................................................... 27 ARTICLE VIII [NY01:240828.4] 16069-00382 12/20/96 12:15am ii Page Default
