Common use of Limitation on Liability of the Depositor Clause in Contracts

Limitation on Liability of the Depositor. the Back-up Servicer and the Servicer. None of the Depositor, the Servicer, the Back-up Servicer or any of the directors, officers, employees or agents of the Depositor, the Servicer or the Back-up Servicer shall be under any liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Back-up Servicer or the Servicer or any such Person against any breach of warranties, representations, covenants or agreements made herein, or against any specific liability imposed on each such party pursuant to this Agreement or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations or duties hereunder. The Depositor, the Back-up Servicer or the Servicer and any director, officer, employee or agent of the Depositor, the Back-up Servicer or the Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder.