Common use of Limitation on Liability of the Servicer Clause in Contracts

Limitation on Liability of the Servicer. Except as provided herein, neither the Servicer (including any Successor Servicer) nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Borrower, the Administrative Agent, the Lenders or any other Person for any action taken or for refraining from the taking of any action unless expressly provided for in this Agreement; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of (i) its breach of any representation, warranty or covenant set forth in this Agreement or any other Transaction Document, (ii) its fraud, willful misfeasance, bad faith or negligence in the performance of duties or by reason of its willful misconduct hereunder, or (iii) any obligation to indemnify the Indemnified Parties in accordance with the provisions of Section 9.2. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Transferred Loans in accordance with this Agreement that in its reasonable opinion may involve it in any expense or liability. The Servicer may, in its sole discretion, undertake any legal action relating to the servicing, collection or administration of Transferred Loans and the Related Property that it may reasonably deem necessary or appropriate for the benefit of the Borrower and the Secured Parties with respect to this Agreement and the rights and duties of the parties hereto and the respective interests of the Borrower and the Secured Parties hereunder.

Limitation on Liability of the Servicer. and ------------------------------------------------ Others. Except as provided hereinin Section 6.04, neither the Servicer (including any Successor Servicer) nor any of the directors or officers or ------ ------------ directors, officers, employees or agents of the Servicer in its capacity as Servicer shall be under any liability to the BorrowerSeller, the Administrative AgentTransferor, the Lenders Issuer, the Indenture Trustee, the holders of the Notes or any other Person for any action taken or for refraining from the taking of any action unless expressly provided for in good faith in its capacity as Servicer pursuant to this Agreement; provided, however, that -------- ------- this provision shall not protect the Servicer or any such Person against any liability that otherwise would otherwise be imposed by reason of (i) its breach of any representation, warranty or covenant set forth in this Agreement or any other Transaction Document, (ii) its fraud, willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct reckless disregard of obligations and duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (iiiother than the Servicer) with respect to any obligation to indemnify the Indemnified Parties in accordance with the provisions of Section 9.2matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Transferred Loans as Servicer in accordance with this Agreement and that in its reasonable opinion judgment may involve it in any expense or liability. The Subject to the terms of the Transaction Documents, the Servicer may, in its sole discretion, undertake any such legal action relating to the servicing, collection or administration of Transferred Loans and the Related Property that it may reasonably deem necessary or appropriate desirable for the benefit of the Borrower and holders of the Secured Parties Notes with respect to this Agreement and the rights and duties of the parties hereto and the respective interests of the Borrower and holders of the Secured Parties hereunderNotes issued by the Issuer under the Indenture.

Limitation on Liability of the Servicer. Except as provided herein, neither the Servicer (including any Successor Servicer) nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Borrower, the Administrative Agent, the Lenders or any other Person for any action taken or for refraining from the taking of any action unless expressly provided for in this Agreement; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of (i) its breach of any representation, warranty or covenant set forth in of this Agreement or any other Transaction Document, (ii) its fraud, willful misfeasance, misfeasance or bad faith or negligence in the performance of duties or by reason of its willful misconduct hereunderduties, or (iii) any obligation to indemnify the Indemnified Parties in accordance with the provisions of Section 9.2. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Transferred Loans in accordance with this Agreement that in its reasonable opinion may involve it in any expense or liability. The Servicer may, in its sole discretion, undertake any legal action relating to the servicing, collection or administration of Transferred Loans and the Related Property that it may reasonably deem necessary or appropriate for the benefit of the Borrower and the Secured Parties with respect to this Agreement and the rights and duties of the parties hereto and the respective interests of the Borrower and the Secured Parties hereunder.