Limitation of Liability of the Servicer Clause Samples

Limitation of Liability of the Servicer. (a) The Servicer may accept and reasonably rely on all accounting and servicing records and other documentation provided to the Servicer by or at the direction of the Master Servicer or the Administrator, including documents prepared or maintained by any other party to this Agreement, including documents prepared or maintained by any originator, or previous servicer, or any party providing services related to the Receivables. (b) If any error, inaccuracy or omission (collectively, “error”) exists in any information provided to the Servicer and such errors cause or materially contribute to the Servicer making or continuing any error (collectively “continuing errors”), the Servicer shall have no liability for such continuing errors; provided, however, that this provision shall not protect the Servicer against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in discovering or correcting any error or in the performance of its duties contemplated herein. In the event the Servicer becomes aware of errors and/or continuing errors, which in the opinion of the Servicer impairs its ability to perform its services hereunder, the Servicer shall immediately notify the Master Servicer and Administrator of such errors and/or continued errors; and further, the Servicer may, with the consent of the Master Servicer and Administrator undertake data or records reconstruction to correct such errors and/or continued errors and to prevent future continued errors. (c) Except as otherwise provided herein, neither the Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Master Servicer, the Administrator or to any other Person for the taking of any action or for refraining from the taking of any action in the performance of its duties as Servicer; provided, however, that this Section shall not protect the Servicer or any director, officer, employee or agent thereof against any liability resulting from its failure to perform in accordance with the terms of this Agreement in all material respects or that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties (except for errors in judgment). The Servicer and any director, officer or employee or agent thereof may rely in good faith on any advice of counsel or opinion of counsel or on any officer’s certificate or certificate of auditors or accountants or any doc...