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

Limitation on Liability of the Servicer and Others. 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 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 its willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct 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 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 herein, neither Neither the Servicer (including any Successor Servicer) nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability to the BorrowerIssuer or the Noteholders, the Administrative Agentexcept as provided under this Agreement, the Lenders or any other Person for any action taken or for refraining from the taking of any action expressly provided pursuant to this Agreement or for errors in this Agreementjudgment; 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 its willful misfeasancemisconduct, bad faith or gross negligence in the performance of its duties or by reason of its willful misconduct reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its duties to service the Transferred Loans Receivable Assets in accordance with this Agreement Agreement, and that in its reasonable opinion may involve it in any expense or liability. The ; provided, however, that the Servicer may, in its sole discretion, may undertake any legal reasonable action relating to the servicing, collection or administration of Transferred Loans and the Related Property that it may reasonably deem necessary or appropriate for desirable in respect of this Agreement, the benefit of the Borrower and the Secured Parties with respect to this Agreement Related Documents and the rights and duties of the parties hereto to this Agreement, the other Related Documents and the respective interests of the Borrower and Noteholders under the Secured Parties hereunderIndenture.

Limitation on Liability of the Servicer and Others. Except as provided herein, neither Neither the Servicer (including any Successor Servicer) nor any of the directors or officers or its directors, officers, employees or agents of the Servicer shall be under any liability to the BorrowerIssuer, the Administrative AgentNoteholders or the Certificateholders, the Lenders or any other Person except as provided under this Agreement, for any action taken or for refraining from the taking of any action expressly provided pursuant to this Agreement or for errors in this Agreementjudgment; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence (except for errors in judgment) in the performance of duties or by reason of its willful misconduct hereunderreckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any of their respective directors, officers, employees or agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its duties to service the Transferred Loans Receivables in accordance with this Agreement Agreement, and that in its reasonable opinion may involve it in any expense or liability. The Servicer may; provided, in its sole discretionhowever, that the Servicer, may (but shall not be required to) undertake any legal reasonable action relating to the servicing, collection or administration of Transferred Loans and the Related Property that it may reasonably deem necessary or appropriate for desirable to protect the benefit interests of the Borrower and Certificateholders under the Secured Parties with respect to this Trust Agreement and the rights and duties of Noteholders under the parties hereto and the respective interests of the Borrower and the Secured Parties hereunderIndenture.

Limitation on Liability of the Servicer and Others. 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 any Agent or Lender or any other Person for any action taken or for refraining from the taking of any action 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 its willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct 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 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 8.04, 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 BorrowerTransferor, the Administrative AgentTrust, the Lenders Trustee, the Certificateholders, any Series Enhancer or any other Person person for any action taken or for refraining from the taking of any action 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 which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its willful misconduct 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 (other than the Servicer) respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its duties to service the Transferred Loans as Servicer in accordance with this Agreement that and which in its reasonable opinion judgment may involve it in any expense or liability. The Servicer may, in its sole discretiondiscretion but only within the scope of its role as Servicer, undertake any such legal action relating to the servicing, collection or administration of Transferred Loans and the Related Property that which it may reasonably deem necessary or appropriate desirable for the benefit of the Borrower and the Secured Parties Certificateholders 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 Certificateholders hereunder.

Limitation on Liability of the Servicer and Others. Except as provided herein, neither Neither the Servicer (including any Successor Servicer) nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability to the BorrowerIssuer or the Noteholders, the Administrative Agentexcept as provided under this Agreement, the Lenders or any other Person for any action taken or for refraining from the taking of any action expressly provided pursuant to this Agreement or for errors in this Agreementjudgment; 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 its willful misfeasancemisconduct, bad faith or gross negligence in the performance of its duties or by reason of its willful misconduct reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its duties to service the Transferred Loans in accordance with this Agreement Agreement, and that in its reasonable opinion may involve it in any expense or liability. The ; provided, however, that the Servicer may, in its sole discretion, may undertake any legal reasonable action relating to the servicing, collection or administration of Transferred Loans and the Related Property that it may reasonably deem necessary or appropriate for desirable in respect of this Agreement, the benefit of the Borrower and the Secured Parties with respect to this Agreement Related Documents and the rights and duties of the parties hereto to this Agreement, the other Related Documents and the respective interests of the Borrower and Noteholders under the Secured Parties hereunderIndenture.

Limitation on Liability of the Servicer and Others. 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 Secured Parties or any other Person for any action taken or for refraining from the taking of any action 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 its willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct hereunderfailure to perform materially in accordance with this Agreement. 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 herein, neither Neither the Servicer (including any Successor Servicer) nor any of the directors or officers or its directors, officers, employees or agents of the Servicer shall be under any liability to the BorrowerTrustee, the Administrative Agent, Trust or the Lenders or any other Person Certificateholders for any action taken or for refraining from the taking of any action expressly provided for in by the Servicer pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of the duties of the Servicer or by reason of its willful misconduct reckless disregard of the obligations and duties of the Servicer 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 respecting any matters 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 Mortgage Loans in accordance with this Agreement Agreement, and that in its reasonable opinion may involve it in any expense or liability. The ; provided, however, the Servicer may, in its sole discretion, may undertake any legal such action relating which it may deem necessary to protect itself, the rights of the other parties to the servicing, collection Agreement 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 Certificateholders. In such event, the Servicer shall be entitled to receive prompt reimbursement of reasonable legal expenses and costs for such action, and any liability resulting therefrom, from the Secured Parties hereunderTrust.

Limitation on Liability of the Servicer and Others. Except as provided hereinin Section 7.04, 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 BorrowerTransferor, the Administrative AgentIssuer, the Lenders Indenture Trustee, the holders of the Notes or any other Person for any action taken or for refraining from the taking of any action 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 its 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 (other than the Servicer) with respect to any matters 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 and Others. 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 Deal Agent, the Lenders other Secured Parties or any other Person for any action taken or for refraining from the taking of any action 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 its willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct hereunderfailure to perform materially in accordance with this Agreement. 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 8.4 with respect to the Trust and the Trustee, neither ----------- the Servicer (including any Successor Servicer) nor any of the directors or officers or its directors, officers, employees or agents of the Servicer shall be under any liability to the BorrowerTrust, the Administrative AgentTrustee, the Lenders Certificateholders or any other Person for any action taken or for refraining from the taking of any action expressly provided for 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 which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct reckless disregard of its 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 respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its duties to service the Transferred Loans Receivables in accordance with this Agreement that which 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 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 Secured Parties or any other Person for any action taken or for refraining from the taking of any action expressly provided for in this Agreement; provided, however, provided 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 misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct hereunderfailure to perform materially in accordance with this Agreement. 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 3.01(e) and Section 5.04, neither the Servicer (including any Successor Servicer) nor any of the directors or officers or its directors, officers, employees or agents of the Servicer shall be under any liability to the BorrowerTrust, either Trustee, the Administrative AgentNoteholders, the Lenders any Series Enhancer or any other Person for any action taken taken, or for refraining from the taking of any action expressly provided for action, 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 which would otherwise be imposed by reason of its 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 (other than the Servicer) respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its duties to service the Transferred Loans as Servicer in accordance with this Agreement that and which in its reasonable opinion judgment may involve it in any expense or liability. 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 which it may reasonably deem necessary or appropriate desirable for the benefit of the Borrower and the Secured Parties Noteholders 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 Noteholders hereunder.

Limitation on Liability of the Servicer and Others. 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 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 its willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct 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 Collateral Debt Obligations 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 Collateral Debt Obligations 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. [Reserved]. 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 Deal Agent, the Lenders other Secured Parties or any other Person for any action taken or for refraining from the taking of any action 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 its willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct hereunderfailure to perform materially in accordance with this Agreement. 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 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 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 its willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct 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 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 8.4 with respect to the Trust and the Trustee, 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 BorrowerTrust, the Administrative AgentTrustee, the Lenders Certificateholders or any other Person for any action taken or for refraining from the taking of any action expressly provided for in its capacity as Servicer pursuant to this Agreement; provided, however, that this provision shall not protect the Servicer -------- ------- or any such Person person against any liability that which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct hereunder. The Servicer and any director or officer or 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 respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is which does not incidental to arise out of its duties to service activities in servicing the Transferred Loans Receivables in accordance with this Agreement that which 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 5.01 hereof, neither the Servicer (including any Successor Servicer) nor any none of the directors or officers or officers, directors, employees or agents of the Servicer shall be under have any liability to the Borrower, the Administrative Agent, the Lenders or any other Person for any action taken or for refraining refrained from having been taken in its capacity as Servicer pursuant to this Agreement; provided that this provision shall not protect any such person against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence (which includes negligence with respect to the taking duties of any action expressly provided for the Servicer explicitly set forth in this Agreement) in the performance of its duties hereunder; provided, however, that this provision shall not protect the Servicer against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with this Agreement, or any such Person against any liability that which would otherwise be imposed by reason of its willful misfeasanceany breach of the terms and conditions of this Agreement. Any officer, bad director, employee or agent of the Servicer may rely in good faith or gross negligence in the performance on any document of duties or any kind prima facie properly executed and submitted by reason of its willful misconduct any Person with respect to any matters arising hereunder. The No implied covenants or obligations shall be read into this Agreement against the Servicer. In the event the Servicer performs any activities beyond the requirements of this Agreement, the Servicer may but shall not be under any obligation required to appear in, prosecute or defend any legal action that is not incidental to its duties to service perform such activities in 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 hereunderfuture.

Limitation on Liability of the Servicer and Others. Except as -------------------------- ------------ ---------- provided hereinin Section 8.4 with respect to the Trust and the Trustee, 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 BorrowerTrust, the Administrative AgentTrustee, the Lenders Certificateholders or any other Person for any action taken or for refraining from the taking of any action expressly provided for in pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct hereunder; and provided, further, that the Servicer shall be liable for any actual damages resulting directly from the Servicer's material failure to perform any of its obligations under this Agreement, but only if and to the extent that another remedy is not provided for and available hereunder. The Servicer and any director or officer or 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 respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is which does not incidental to arise out of its duties to service activities in servicing the Transferred Loans Receivables in accordance with this Agreement that which 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 herein, neither Neither the Servicer (including any Successor Servicer) nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability to the BorrowerIssuer or the Noteholders, the Administrative Agentexcept as provided under this Agreement, the Lenders or any other Person for any action taken or for refraining from the taking of any action expressly provided pursuant to this Agreement or for errors in this Agreementjudgment; 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 its willful misfeasancemisconduct, bad faith or gross negligence in the performance of its duties or by reason of its willful misconduct reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its duties to service the Transferred Loans [Loans] [Purchaser Assets] in accordance with this Agreement Agreement, and that in its reasonable opinion may involve it in any expense or liability. The ; provided, however, that the Servicer may, in its sole discretion, may undertake any legal Servicing Agreement reasonable action relating to the servicing, collection or administration of Transferred Loans and the Related Property that it may reasonably deem necessary or appropriate for desirable in respect of this Agreement, the benefit of the Borrower and the Secured Parties with respect to this Agreement Related Documents and the rights and duties of the parties hereto to this Agreement, the other Related Documents and the respective interests of the Borrower and Noteholders under the Secured Parties hereunderIndenture.

Limitation on Liability of the Servicer and Others. Except as provided herein, neither The duties and obligations of the Servicer (including any Successor shall be determined solely by the express provisions of this Agreement, the Servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Servicer) . Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability to the Borrower, the Administrative Agent, the Lenders or any other Person Lender for any action taken or for refraining from the taking of any action expressly provided for in this Agreementaccordance with Customary Servicing Procedures; provided, however, that this provision shall not protect the Servicer or against any such Person liability specifically imposed on the Servicer herein; and, provided further, that this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of its willful misfeasancefraud, gross negligence, bad faith or gross negligence faith, willful misconduct in the performance of duties or by reason of its willful misconduct reckless disregard of or material breach of the obligations or duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely on any document of any kind which it in good faith reasonably believes to be genuine and to have been adopted or signed by the proper authorities respecting any matters arising hereunder. Except with respect to those matters regarding which the Servicer is to provide indemnification to the Lender pursuant to Subsection 7.01, the Servicer shall not be under any have no obligation to appear inwith respect to, prosecute or defend any legal action that is not incidental to its duties the Servicer’s duty 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 hereunderAgreement.

Limitation on Liability of the Servicer and Others. 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 Deal Agent, the Lenders Secured Parties or any other Person for any action taken or for refraining from the taking of any action 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 its willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct hereunderfailure to perform materially in accordance with this Agreement. 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 herein, neither Neither the Servicer (including any Successor Servicer) nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability to the BorrowerIssuer or the Noteholders, the Administrative Agentexcept as provided under this Agreement, the Lenders or any other Person for any action taken or for refraining from the taking of any action expressly provided pursuant to this Agreement or for errors in this Agreementjudgment; 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 its willful misfeasancemisconduct, bad faith or gross negligence in the performance of its duties or by reason of its willful misconduct reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its duties to service the Transferred Loans [Loans] [Receivables Assets] in accordance with this Agreement Agreement, and that in its reasonable opinion may involve it in any expense or liability. The ; provided, however, that the Servicer may, in its sole discretion, may undertake any legal reasonable action relating to the servicing, collection or administration of Transferred Loans and the Related Property that it may reasonably deem necessary or appropriate for desirable in respect of this Agreement, the benefit of the Borrower and the Secured Parties with respect to this Agreement Related Documents and the rights and duties of the parties hereto to this Agreement, the other Related Documents and the respective interests of the Borrower and Noteholders under the Secured Parties hereunderIndenture.

Limitation on Liability of the Servicer and Others. 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 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 its willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct 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 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.97

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, partners, members, managers, employees or agents of the Servicer in its capacity as Servicer shall be under any liability to the BorrowerIssuer, the Administrative AgentOwner Trustee, the Lenders Indenture Trustee, the Noteholders, any Series Enhancer or any other Person for any action taken or for refraining from the taking of any action expressly provided for in good faith in its capacity as Servicer pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any such Person against any liability that which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its willful misconduct obligations and its duties hereunder. The Servicer and any director, officer, employee, partner, member or manager 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 (other than the Servicer) respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its duties to service the Transferred Loans as Servicer in accordance with this Agreement that and which in its reasonable opinion judgment may involve it in any expense or liability. 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 which it may reasonably deem necessary or appropriate desirable for the benefit of the Borrower Issuer and the Secured Parties Noteholders with respect to this Agreement and the rights and duties of the parties hereto and the respective interests of the Borrower Issuer and the Secured Parties Noteholders hereunder.

Limitation on Liability of the Servicer and Others. Except as provided herein, neither Neither the Servicer (including any Successor Servicer) nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability to the BorrowerIssuer, the Administrative AgentTrustee, the Lenders Indenture Trustee, the Noteholders or any other Person the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action expressly provided pursuant to this Agreement or for errors in this Agreementjudgment; 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 its willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its willful misconduct reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its duties to service the Transferred Loans Receivables in accordance with this Agreement Agreement, and that in its reasonable opinion may involve it in any expense or liability. The ; provided, however, that the Servicer may, in its sole discretion, may undertake any legal reasonable action relating to the servicing, collection or administration of Transferred Loans and the Related Property that it may reasonably deem necessary or appropriate for desirable in respect of this Agreement, the benefit of the Borrower and the Secured Parties with respect to this Agreement other Basic Documents and the rights and duties of the parties hereto to this Agreement, the other Basic Documents and the respective interests of the Borrower Certificateholders under this Agreement and the Secured Parties hereunderTrust Agreement and the Noteholders under the Indenture.

Limitation on Liability of the Servicer and Others. 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 Deal Agent, the Lenders or any other Person for any action taken or for refraining from the taking of any action expressly provided for in this Agreement; provided, however, that this -------- ------- provision shall not protect the Servicer or any such Person against any liability that which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct 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 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 7.04, 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 BorrowerTransferor, the Administrative AgentIssuer, the Lenders Indenture Trustee, the holders of the Notes or any other Person for any action taken or for refraining from the taking of any action expressly provided for in good faith in its capacity as Servicer pursuant to this Agreement; provided, however, that this provision Exhibit 10.59 shall not protect the Servicer or any such Person against any liability that otherwise would otherwise be imposed by reason of its 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 (other than the Servicer) with respect to any matters 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 and Others. Except as provided hereinin Section 5.4, neither the Servicer (including any Successor Servicer) nor any of the directors or officers or employees directors, officers, employees, members or agents of the Servicer shall be under any liability to the BorrowerTrust, the Administrative AgentIssuer Trustee, the Lenders Indenture Trustee, the Noteholders, the Transferor or any other Person for any action taken taken, or for refraining from the taking of any action expressly provided for action, 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 directors, officers, employees, members or agents of the Servicer against any liability that which would otherwise be imposed by reason of its willful misfeasancenegligence, fraud, wilful misconduct or 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, member 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 (other than the Servicer) respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its duties to service the Transferred Loans as Servicer in accordance with this Agreement that and which in its reasonable opinion judgment may involve it in any expense or liability. 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 which it may reasonably deem necessary or appropriate desirable for the benefit of the Borrower and the Secured Parties Noteholders 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 Noteholders hereunder.

Limitation on Liability of the Servicer and Others. Except as provided herein, neither Neither the Servicer (including any Successor Servicer) nor any of the directors or officers or its directors, officers, employees or agents of the Servicer shall be under any liability to the BorrowerIssuer, the Administrative AgentSwap Counterparty, the Lenders Noteholders or any other Person the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action expressly provided pursuant to this Agreement or for errors in this Agreementjudgment; provided, however, that this provision shall not protect the Servicer or any such Person person against any liability that would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence (except for errors in judgment) in the performance of duties or by reason of its willful misconduct hereunderreckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any of their respective directors, officers, employees or agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its duties to service the Transferred Loans Receivables in accordance with this Agreement Agreement, and that in its reasonable opinion may involve it in any expense or liability. The Servicer may; provided, in its sole discretionhowever, that the Servicer, may (but shall not be required to) undertake any legal reasonable action relating to the servicing, collection or administration of Transferred Loans and the Related Property that it may reasonably deem necessary or appropriate for desirable to protect the benefit interests of the Borrower and Certificateholders under the Secured Parties with respect to this Trust Agreement and the rights and duties of Noteholders under the parties hereto and the respective interests of the Borrower and the Secured Parties hereunderIndenture.

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, partners, members, managers, employees or agents of the Servicer in its capacity as Servicer shall be under any liability to the BorrowerIssuer, the Administrative AgentOwner Trustee, the Lenders Indenture Trustee, the Noteholders, any Series Enhancer or any other Person for any action taken or for refraining from the taking of any action expressly provided for in good faith in its capacity as Servicer pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any such Person against any liability that which would otherwise be imposed by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its willful misconduct obligations and its duties hereunder. The Servicer and any director, officer, employee, partner, member or manager 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 (other than the Servicer) respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that which is not incidental to its duties to service the Transferred Loans as Servicer in accordance with this Agreement that and which in its reasonable opinion judgment may involve it in any expense or liability. 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 which it may reasonably deem necessary or appropriate desirable for the benefit of the Borrower Issuer and the Secured Parties Noteholders with respect to this Agreement and the rights and duties of the parties hereto and the respective interests of the Borrower Issuer and the Secured Parties Noteholders hereunder.

Limitation on Liability of the Servicer and Others. 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 Deal Agent, the Lenders or any other Person for any action taken or for refraining from the taking of any action 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 its willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its willful misconduct 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 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.