Common use of Responsible Officer Certificates; No Recourse Clause in Contracts

Responsible Officer Certificates; No Recourse. Any certificate executed and delivered by a Responsible Officer of the Company, the Servicer or the Trustee pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Company, the Servicer or the Trustee, as applicable, and such Responsible Officer will not be subject to personal liability as to matters contained in the certificate. A director, officer, employee or shareholder, as such, of the Servicer or the Company shall not have liability for any obligation of the Servicer or the Company hereunder or under any Transaction Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful misconduct of such director, officer, employee or shareholder.

Responsible Officer Certificates; No Recourse. Any certificate executed and delivered by a Responsible Officer of the Company, the Servicer an Originator or the Trustee Purchaser pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Company, the Servicer such Originator or the TrusteePurchaser, as applicable, and such Responsible Officer will not be subject to personal liability as to the matters contained in the certificate. A director, officer, employee manager, employee, or shareholder, as such, of the Servicer an Originator or the Company Purchaser shall not have liability for any obligation of the Servicer such Originator or the Company Purchaser hereunder or under any Transaction Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful wilful misconduct of such director, officer, employee employee, manager or shareholder.

Responsible Officer Certificates; No Recourse. Any --------------------------------------------- certificate executed and delivered by a Responsible Officer of the Company, the Servicer Company or the Trustee pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Company, the Servicer Company or the Trustee, as applicable, and such Responsible Officer will not be subject to personal liability as to matters contained in the certificate. A director, officer, employee or shareholder, as such, of the Servicer or the Company shall not have liability for any obligation of the Servicer or the Company hereunder or under any Transaction Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful misconduct of such director, officer, employee or shareholder.

Responsible Officer Certificates; No Recourse. Any certificate executed and delivered by a Responsible Officer of the Company, the Servicer Originator or the Trustee Purchaser pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Company, the Servicer Originator or the TrusteePurchaser, as applicable, and such Responsible Officer will not be subject to personal liability as to the matters contained in the certificate. A director, officer, employee manager, employee, or shareholder, as such, of the Servicer Originator or the Company Purchaser shall not have liability for any obligation of the Servicer Originator or the Company Purchaser hereunder or under any Transaction Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful wilful misconduct of such director, officer, employee employee, manager or shareholder.

Responsible Officer Certificates; No Recourse. Any certificate executed and delivered by a Responsible Officer of the CompanyMaster Servicer, the Servicer Company or the Trustee Collateral Agent pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Company, the Servicer Company or the TrusteeCollateral Agent, as applicable, and such Responsible Officer will not be subject to personal liability as to matters contained in the certificate. A director, officer, employee or shareholderequityholder, as such, of the Servicer or the Company shall not have liability for any obligation of the Servicer or the Company hereunder or under any Transaction Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful misconduct of such director, officer, employee or shareholderequityholder.

Responsible Officer Certificates; No Recourse. Any certificate executed and delivered by a Responsible Officer of the CompanyMaster Servicer, the Servicer Company or the Trustee Collateral Agent pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Company, the Servicer Company or the TrusteeCollateral Agent, as applicable, and such Responsible Officer will not be subject to personal liability as to matters contained in the certificate. A directormanager, officer, employee or shareholder, as such, of the Servicer or the Company shall not have liability for any obligation of the Servicer or the Company hereunder or under any Transaction Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful misconduct of such directormanager, officer, employee or shareholder.

Responsible Officer Certificates; No Recourse. Any certificate executed and delivered by a Responsible Officer of the Company, the Servicer Contributor or the Trustee Company pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Company, the Servicer Contributor or the TrusteeCompany, as applicable, and such Responsible Officer will not be subject to personal liability as to the matters contained in the certificate. A director, officer, manager, employee or shareholdermember, as the case may be, as such, of the Servicer Contributor or the Company shall not have liability for any obligation of the Servicer Contributor or the Company hereunder or under any Transaction Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful misconduct of such director, officer, employee employee, manager or shareholdermember, as the case may be.

Responsible Officer Certificates; No Recourse. Any certificate executed and delivered by a Responsible Officer of the CompanyMaster Servicer, the Servicer Company or the Trustee pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Company, the Servicer Company or the Trustee, as applicable, and such Responsible Officer will not be subject to personal liability as to matters contained in the certificate. A director, officer, employee or shareholder, as such, of the Servicer or the Company shall not have liability for any obligation of the Servicer or the Company hereunder or under any Transaction Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful misconduct of such director, officer, employee or shareholder.