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

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Trust or the Certificateholders, except as provided hereunder, for any action taken or for refraining from the taking of any action pursuant hereto; 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 a breach of this Agreement or willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties 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. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

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 shall be under any liability to the Indenture Trustee, the Trust Collateral Agent, the Owner Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Issuer, the Demand Note Provider, the Note Insurer, the Transferor, the Noteholders or the CertificateholdersCertificateholder, except as provided hereunderunder this Agreement, for any action taken or for refraining from the taking of any action pursuant heretoto 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 a breach of this Agreement or willful misfeasance, bad faith faith, or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. 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. under this Agreement. (b) Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Trust or the Certificateholders, except as provided hereunderunder this Agreement, for any action taken or for refraining from the taking of any action pursuant heretoto 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 a breach of this Agreement or willful misfeasancemisconduct, bad faith faith, or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. 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 hereunderunder this Agreement. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this AgreementAgreement (collection actions with respect to Defaulted Receivables are understood to be incidental to the Servicer's duties to service the Receivables), and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. Neither the Except as provided in Section 7.1, neither 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 Trust Owner or the Certificateholders, except as provided hereunder, any other Person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant heretoto this Agreement; provided, however, provided 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 a breach of this Agreement or willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Servicer and any director or officer or 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 Servicer) respecting any matters arising hereunder. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables as Servicer in accordance with this Agreement, Agreement and that which in its opinion reasonable judgment may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. 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 Trust or the Certificateholders, except as provided hereunder, Company for any action taken or for refraining from the taking of any action in good faith pursuant hereto; to this Agreement, or for errors in judgement, provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in material compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of a any breach of the terms and conditions of this Agreement or willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderAgreement. The Servicer and any director or officer or 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 person with respect to any matters matter arising hereunder. Except as specifically provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables Mortgage Loans in accordance with this Agreement, Agreement and that which in its opinion may involve it in any expense or liability, provided, however, that the Servicer may, with the prior written consent of the Company, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to reimbursement from the Company of the reasonable legal expenses and costs of such action.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Trust or the Certificateholders, except as provided hereunderunder this Agreement, for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement or willful misfeasance, bad faith faith, or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. 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 hereunderunder this Agreement. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. Neither the Except as provided in Section 7.1, neither 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 Trust Issuer or the Certificateholders, except as provided hereunder, any other Person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant heretoto this Agreement; provided, however, provided 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 a breach of this Agreement or willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Servicer and any director or officer or 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 Servicer) respecting any matters arising hereunder. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables as Servicer in accordance with this Agreement, Agreement and that which in its opinion reasonable judgment may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. Neither The Servicer shall not be liable to the Servicer nor any Issuer, the Trustee, the holders of the directors Transition Bonds or officers or employees or agents of the Servicer shall be under any liability to the Trust or the Certificateholdersother Person, except as provided hereunderunder this Agreement, for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement or for errors in judgment; 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 a breach of this Agreement or willful misfeasancemisconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising hereunderunder this Agreement. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables Transferred Bondable Transition Property in accordance with this AgreementAgreement or related to its obligation to pay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the The Servicer shall not be under any liability liable to the Trust Issuer or the CertificateholdersTrustee, except as provided hereunderunder this Servicing Agreement, for any action taken or for refraining from the taking of any action pursuant heretoto this Servicing Agreement or for good faith errors in judgment; 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 a breach of this Agreement or willful misfeasancemisconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunderunder this Servicing Agreement. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising hereunderunder this Servicing Agreement. Except as specifically provided in this Servicing Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables Transferred Bondable Transition Property in accordance with this AgreementServicing Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability liable to the Trust Note Issuer or the Certificateholders, except as provided hereunder, any other Person for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement or for errors in judgment; 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 a breach of this Agreement or willful misfeasancemisconduct, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising hereunderunder this Agreement. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental relating to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liabilityTransition Property.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Trust or the Certificateholders, except as provided hereunder, for any action taken or for refraining from the taking of any action pursuant hereto; 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 a breach of this Agreement or willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Servicer and any director or officer or manager, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Except as specifically provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with obligations under this Agreement, and that in its opinion may involve it in any expense or liability. Neither the Servicer nor any of the managers, officers, employees or agents of the Servicer shall be under any liability to the Issuer or the Certificateholders or the Noteholders, except as provided under this Agreement, 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 shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability liable to the Trust Issuer, the Indenture Trustee or the Certificateholders, except as provided hereunder, any other Person for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement or for errors in judgment; 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 a breach of this Agreement or willful misfeasancemisconduct, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising hereunderunder this Agreement. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental relating to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liabilitySeries 2003-1 Transition Property.

Limitation on Liability of Servicer and Others. Neither the 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 Trust Issuer, the Noteholders or the Certificateholders, except as provided hereunderunder this Agreement, for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement or for errors in judgment; 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 a breach of this Agreement or willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. The Servicer or any subservicer and any director of their respective directors, officers, employees or officer or employee or agent of the Servicer 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 hereunderunder this Agreement. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer, may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable to protect the interests of the Certificateholders under the Trust Agreement and the Noteholders under the Indenture.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability liable to the Trust Issuer, the Trustee, the Bondholders or the Certificateholdersany other Person, except as provided hereunderunder this Agreement, for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement or for errors in judgment; 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 a breach of this Agreement or willful misfeasancemisconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. The Servicer and any director or officer or 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 kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising hereunderunder this Agreement. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be related to or incidental to its duties to service the Receivables Recovery Property in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. 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 Trust Indenture Trustee, the Originator, the Transferors, the Issuers or the CertificateholdersNoteholders, except as expressly provided hereunderherein, for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement or the Indenture or for errors in judgment made in good faith; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of a breach of this Agreement or willful misfeasancemisconduct, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunderunder the Indenture. 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 hereunderhereunder or under the Indenture. Except as specifically provided in this Agreementherein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables Pledged Property in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability liable to the Trust Issuer, any Trustee, the Bondholders or the Certificateholdersany other Person, except as provided hereunderunder this Agreement, for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement or for errors in judgment; 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 a breach of this Agreement or willful misfeasancemisconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. The Servicer and any director or officer or 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 kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising hereunderunder this Agreement. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be related to or incidental to its duties to service the Receivables Recovery Property in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability liable to the Trust Issuer, the Trustee, the Noteholders or the Certificateholdersany other Person, except as provided hereunderunder this Agreement, for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement or for errors in judgment; 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 a breach of this Agreement or willful misfeasancemisconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceFTAble to the Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising hereunderunder this Agreement. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be related to or incidental to its duties to service the Receivables Transition Property in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

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 shall be under any liability to the Indenture Trustee, the Trust Collateral Agent, the Owner Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Issuer, the Note Insurer, the Transferor or the CertificateholdersNoteholders, except as provided hereunderunder this Agreement, for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement or willful misfeasance, bad faith faith, or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. 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 52 facie properly executed and submitted by any Person respecting any matters arising hereunder. under this Agreement. (b) Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

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 shall be under any liability to the Indenture Trustee, the Trust Collateral Agent, the Owner Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Issuer, the Demand Note Provider, the Note Insurer, the Transferor or the CertificateholdersNoteholders, except as provided hereunderunder this Agreement, for any action taken or for refraining from the taking of any action pursuant heretoto 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 a breach of this Agreement or willful misfeasance, bad faith faith, or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. 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. under this Agreement. (b) Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement (including, without limitation, the indemnity obligations set forth in Sections 8.2 and 11.6) and the representations made by the Servicer herein. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Trust or the CertificateholdersPurchaser, except as provided hereunderunder this Agreement, for any action taken or for refraining from the taking of any action pursuant heretoto 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 a breach of this Agreement or willful misfeasance, bad faith faith, or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. 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. Except as specifically provided in under this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Trust or the Certificateholders, except as provided hereunderunder this Agreement, for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement; 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 a breach of this Agreement or willful misfeasance, bad faith faith, or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. 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 hereunderunder this Agreement. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability liable to the Trust Note Issuer or the Certificateholders, except as provided hereunder, any other Person for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement or for errors in judgment; 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 a breach of this Agreement or willful misfeasancemisconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising hereunderunder this Agreement. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental relating to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liabilityTransition Property.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Trust or the Certificateholders, except as provided hereunderunder this Agreement, for any action taken or for refraining from the taking of any action pursuant heretoto 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 a breach of this Agreement or willful misfeasance, bad faith faith, or negligence in the performance of duties or by reason reasons of reckless disregard of obligations and duties hereunderunder this Agreement. 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 hereunderunder this Agreement. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this AgreementAgreement (collection actions with respect to Defaulted Receivables are understood to be incidental to the Servicer's duties to service the Receivables), and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability liable to the Trust Issuer, the Indenture Trustee or the Certificateholders, except as provided hereunder, any other Person for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement or for errors in judgment; 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 a breach of this Agreement or willful misfeasancemisconduct, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising hereunderunder this Agreement. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental relating to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liabilitySeries 2004-1 Transition Property.

Limitation on Liability of Servicer and Others. Neither the 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 Trust Issuer, the Noteholders or the Certificateholders, Certificateholders except as provided hereunderunder this Agreement, for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement or for errors in judgment; 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 a breach of this Agreement or willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. The Servicer or any subservicer and any director of their respective directors, officers, employees or officer or employee or agent of the Servicer 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 hereunderunder this Agreement. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer, may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable to protect the interests the Certificateholders under the Trust Agreement of the Noteholders under the Indenture.

Limitation on Liability of Servicer and Others. Neither The Servicer shall not be liable to the Servicer nor any Issuer, the Bond Trustee, the holders of the directors Transition Bonds or officers or employees or agents of the Servicer shall be under any liability to the Trust or the Certificateholdersother Person, except as provided hereunderunder this Agreement, for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement or for errors in judgment; 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 a breach of this Agreement or willful wilful misfeasance, bad faith or gross 244 negligence in the performance of its duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising hereunderunder this Agreement. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables Serviced Intangible Transition Property in accordance with this AgreementAgreement or related to its obligation to pay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability.

Limitation on Liability of Servicer and Others. Neither the Except as provided in Section 7.1, neither 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 Trust Issuer or the Certificateholders, except as provided hereunder, Retained Interest Owner or any other Person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant heretoto this Agreement; provided, however, provided 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 a breach of this Agreement or willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Servicer and any director or officer or 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 Servicer) respecting any matters arising hereunder. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables as Servicer in accordance with this Agreement, Agreement and that which in its opinion reasonable judgment may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Trust or the Certificateholders, except as provided hereunder, for any action taken or for refraining from the taking of any action pursuant hereto; 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 a breach of this Agreement or willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by any Person the proper authorities respecting any matters arising hereunder. Except as specifically provided in this Subject to the terms of Section 10.2 of the Credit Agreement, the Servicer shall not be under any have no obligation to appear inwith respect to, prosecute or defend any legal action that shall which is not be incidental to its duties the Servicer's duty to service the Receivables Loans in accordance with this Agreement. The Borrower agrees to indemnify and hold the Servicer harmless from any loss, claim, demand, liability or expense (including, without limitation, past acts of predecessor Servicer and fees and expenses of legal counsel) arising from or relating to the performance of its duties under this Agreement which do not result from the Servicer's negligence, bad faith or willful misconduct; provided that in its opinion may involve it in such indemnities shall be only payable out of Collections to the extent such Collections are not required to be distributed to the Agent or any expense or liabilityLender under Section 2.2(c) of the Credit Agreement.

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 shall be under any liability to the Trust or the CertificateholdersWFEFI, except as specifically provided hereunderin this Agreement, for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement or the Note Purchase 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 a breach of this Agreement or willful misfeasance, bad faith or negligence in the performance of the Servicer’s duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement or the Note Purchase Agreement. The Servicer and any director or director, officer or 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. under this Agreement. (b) Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables Portfolio in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. Neither Except as ---------------------------------------------- otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be under any liability liable to the Trust Issuer or the Certificateholders, except as provided hereunder, any other Person for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person director, officer, employee or agent of the Servicer against any liability that would otherwise be imposed by reason of a breach of this Agreement or willful misfeasance, bad faith misconduct or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunderunder this Agreement. The Servicer and any director or officer or director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Trustee or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising hereunderunder this Agreement. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental relating to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liabilityRRB Property.

Limitation on Liability of Servicer and Others. Neither the Except as provided in Section 7.1, neither 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 Trust Issuer or the Certificateholders, except as provided hereunder, any other Person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant heretoto this Agreement; provided, however, provided 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 a breach of this Agreement or willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Servicer and any director or officer or 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 Servicer) respecting any matters arising hereunder. Except as specifically provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be incidental to its duties to service the Receivables as Servicer in accordance with this Agreement, Agreement and that which in its opinion reasonable judgment may involve it in any expense or liability.

Limitation on Liability of Servicer and Others. 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 Trust Indenture Trustee, the Originators, the Transferors, the Issuers or the CertificateholdersNoteholders, except as expressly provided hereunderherein, for any action taken or for refraining from the taking of any action pursuant heretoto this Agreement or the Indenture or for errors in judgment made in good faith; 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 a breach of this Agreement or willful misfeasancemisconduct, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunderunder the Indenture. 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 hereunderhereunder or under the Indenture. Except as specifically provided in this Agreementherein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be incidental to its duties to service the Receivables Pledged Property in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense or liability.