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

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as provided under this Agreement or the other Transaction Documents, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 118 contracts

Samples: Sale and Servicing Agreement (Drive Auto Receivables Trust 2024-1), Sale and Servicing Agreement (Drive Auto Receivables Trust 2024-1), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2024-1)

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Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will shall be under any liability to the Issuer, the Indenture Trustee, the Owner TrusteeIssuing Entity, the Noteholders or the Certificateholders, except as specifically provided under in this Agreement or the other Transaction DocumentsAgreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture or the Trust Agreement or for errors in judgment; provided, however, that this provision will shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the Indenture, the Trust Agreement or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment)any other Basic Document. The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion the advice of Counsel counsel or on any Officer’s Certificate document of the Seller or certificate of auditors believed to be genuine any kind prima facie properly executed and to have been signed submitted by the proper party in respect of any Person respecting any matters arising under this Agreement.

Appears in 81 contracts

Samples: Servicing Agreement (Ally Auto Receivables Trust 2024-1), Servicing Agreement (Ally Auto Receivables Trust 2024-1), Servicing Agreement (Ally Auto Receivables Trust 2023-1)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the CertificateholdersResidual Interestholders, except as provided under this Agreement or the other Transaction Documents, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 32 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2013-3)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as provided in Section 5.2 of this Agreement and as otherwise provided under this Agreement or the other Transaction DocumentsAgreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 29 contracts

Samples: Servicing Agreement (Capital One Prime Auto Receivables Trust 2023-2), Servicing Agreement (Capital One Prime Auto Receivables Trust 2023-2), Servicing Agreement (Fifth Third Auto Trust 2023-1)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will shall be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as provided under this Agreement or the other Transaction DocumentsAgreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s 's Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 17 contracts

Samples: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P), Sale and Servicing Agreement (Ford Credit Auto Receivables Two LLC), Sale and Servicing Agreement (Ford Credit Auto Receivables Two LLC)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders Noteholders, the Note Insurer, the Swap Counterparty or the CertificateholdersResidual Interestholders, except as provided under this Agreement or the other Transaction DocumentsAgreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 13 contracts

Samples: Sale and Servicing Agreement (Capital One Auto Receivables LLC), Sale and Servicing Agreement (Capital One Auto Finance Trust 2005-D), Sale and Servicing Agreement (Capital One Auto Receivables LLC)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders Noteholders[, the Swap Counterparty] or the CertificateholdersCertificateholder, except as provided under this Agreement or the other Transaction DocumentsAgreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 9 contracts

Samples: Sale and Servicing Agreement (Usaa Acceptance LLC), Sale and Servicing Agreement (Usaa Acceptance LLC), Sale and Servicing Agreement (Usaa Acceptance LLC)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as provided under this Agreement or the other Transaction DocumentsAgreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s 's Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 8 contracts

Samples: Sale and Servicing Agreement (Ford Credit Auto Receivables Two LLC), Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2004-A), Sale and Servicing Agreement (Ford Credit Auto Receivables Two LLC)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders Noteholders, the Swap Counterparty or the CertificateholdersResidual Interestholders, except as provided under this Agreement or the other Transaction DocumentsAgreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Capital One Prime Auto Receivables Trust 2005-1), Sale and Servicing Agreement (Capital One Prime Auto Receivables Trust 2004-2), Sale and Servicing Agreement (Capital One Prime Auto Receivables Trust 2007-1)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders Noteholders, the Swap Counterparty or the CertificateholdersCertificateholder, except as provided under this Agreement or the other Transaction DocumentsAgreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2007-1), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2008-2), Sale and Servicing Agreement (Fifth Third Holdings Funding, LLC)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the CertificateholdersResidual Interestholders, except as provided under this Agreement or the other Transaction DocumentsAgreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Capital One Auto Finance Trust 2005-B-Ss), Sale and Servicing Agreement (Capital One Prime Auto Receivables Trust 2006-1), Sale and Servicing Agreement (Capital One Prime Auto Receivables Trust 2004-3)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will shall be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as specifically provided under in this Agreement or and in the other Transaction DocumentsPooling and Servicing Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling and Servicing Agreement, the Indenture or the Trust Agreement or for errors in judgment; provided, however, that this provision will shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, the Pooling and Servicing Agreement, the Indenture or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment)Trust Agreement. The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion the advice of Counsel counsel or on any Officer’s Certificate document of the Seller or certificate of auditors believed to be genuine any kind prima facie properly executed and to have been signed submitted by the proper party in respect of any Person respecting any matters arising under this Agreement or the Pooling and Servicing Agreement.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Capital Auto Receivables Inc), Sale and Servicing Agreement (Capital Auto Receivables Inc), Trust Sale and Servicing Agreement (Capital Auto Receivables Inc)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders Noteholders, or the CertificateholdersCertificateholder, except as provided under this Agreement or the other Transaction DocumentsAgreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless (VALET 2013-1) disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2013-1), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2013-1)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the CertificateholdersResidual Interestholders, except as provided under this Agreement or the other Transaction Documents, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.. 23 Sale and Servicing Agreement (2011-4)

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2011-4), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2011-4)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer will shall be under any liability to the IssuerTrust, the Indenture Trustee, the Owner TrusteeCertificateholders, the Noteholders or the Certificateholdersany other Person, except as expressly provided under this Agreement or the other Transaction DocumentsAgreement, for 56 (Nissan 2015-C Sale and Servicing Agreement) any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or officer, employee or agent of the Servicer may rely in good faith on any Opinion the advice of Counsel counsel or on any Officer’s Certificate document of the Seller or certificate of auditors believed to be genuine any kind, prima facie properly executed and to have been signed submitted by the proper party in respect of any Person respecting any matters arising under this Agreement.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2015-C Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2015-C Owner Trust)

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Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as provided under this Agreement or the other Transaction Documents, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.. 24 Sale and Servicing Agreement (2016-2)

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders Noteholders, or the CertificateholdersCertificateholder, except as provided under this Agreement or the other Transaction DocumentsAgreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless (VALET 2013-2) disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2013-2), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2013-2)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer will shall be under any liability to the IssuerTrust, the Indenture Trustee, the Owner TrusteeCertificateholders, the Noteholders or the Certificateholdersany other Person, except as expressly provided under this Agreement or the other Transaction DocumentsAgreement, for 56 (Nissan 2015-B Sale and Servicing Agreement) any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of willful misfeasance or misfeasance, bad faith or negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or officer, employee or agent of the Servicer may rely in good faith on any Opinion the advice of Counsel counsel or on any Officer’s Certificate document of the Seller or certificate of auditors believed to be genuine any kind, prima facie properly executed and to have been signed submitted by the proper party in respect of any Person respecting any matters arising under this Agreement.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii), Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders Noteholders[, the Swap 24 Sale and Servicing Agreement Counterparty] or the Certificateholders, except as provided under this Agreement or the other Transaction DocumentsResidual Interestholders, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller Depositor or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 1 contract

Samples: Sale and Servicing Agreement (SunTrust Auto Receivables, LLC)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders Noteholders, or the CertificateholdersResidual Interestholders, except as provided under this Agreement or the other Transaction DocumentsAgreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Capital One Prime Auto Receivables Trust 2007-2)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, [the Swap Counterparty,] the Noteholders or the Certificateholders, except as provided in Section 5.2 of this Agreement and as otherwise provided under this Agreement or the other Transaction DocumentsAgreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 1 contract

Samples: Servicing Agreement (Capital One Auto Receivables LLC)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders Noteholders[, the Swap Counterparty] or the CertificateholdersResidual Interestholders, except as provided under this Agreement or the other Transaction DocumentsAgreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will shall be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as provided under this Agreement or the other Transaction DocumentsAgreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of 47 52 negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s 's Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders Noteholders, the Swap Counterparty or the CertificateholdersResidual Interestholders, except as provided under this Agreement or the other Transaction DocumentsAgreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s 's Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Capital One Auto Receivables LLC)

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