Common use of Responsible Officer Certificates; No Recourse Clause in Contracts

Responsible Officer Certificates; No Recourse. Any certificate executed and delivered by a Responsible Officer of the Master Servicer, the Company or the Collateral Agent pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Company or the Collateral Agent, as applicable, and such Responsible Officer will not be subject to personal liability as to matters contained in the certificate. A manager, officer, employee or shareholder, as such, of the Company shall not have liability for any obligation of the Company hereunder or under any Transaction Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful misconduct of such manager, officer, employee or shareholder.

Responsible Officer Certificates; No Recourse. Any --------------------------------------------- certificate executed and delivered by a Responsible Officer of the Master Servicer, the Company or the Collateral Agent Trustee pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Company or the Collateral AgentTrustee, as applicable, and such Responsible Officer will not be subject to personal liability as to matters contained in the certificate. A managerdirector, officer, employee or shareholder, as such, of the Company shall not have liability for any obligation of the Company hereunder or under any Transaction Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful misconduct of such managerdirector, officer, employee or shareholder.

Responsible Officer Certificates; No Recourse. Any certificate executed and delivered by a Responsible Officer of the Master Servicer, the Company or the Collateral Agent pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Company or the Collateral Agent, as applicable, and such Responsible Officer will not be subject to personal liability as to matters contained in the certificate. A managerdirector, officer, employee or shareholderequityholder, as such, of the Company shall not have liability for any obligation of the Company hereunder or under any Transaction Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful misconduct of such managerdirector, officer, employee or shareholderequityholder.

Responsible Officer Certificates; No Recourse. Any certificate executed and delivered by a Responsible Officer of the Master Servicer, the Company or the Collateral Agent Trustee pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her capacity as an officer of the Company or the Collateral AgentTrustee, as applicable, and such Responsible Officer will not be subject to personal liability as to matters contained in the certificate. A managerdirector, officer, employee or shareholder, as such, of the Company shall not have liability for any obligation of the Company hereunder or under any Transaction Document or for any claim based on, in respect of, or by reason of, any Transaction Document, unless such claim results from the gross negligence, fraudulent acts or willful misconduct of such managerdirector, officer, employee or shareholder.