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

Limitation on Liability of Administrator and Others. (a) Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders or the Excess Distribution Certificateholder, or to the Indenture Trustee or the Eligible Lender Trustee 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 these provisions shall not protect the Administrator 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. The Administrator and any of its directors, officers, employees or agents 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.

Appears in 59 contracts

Samples: Administration Agreement (Navient Student Loan Trust 2014-1), Administration Agreement (SLM Student Loan Trust 2014-2), Administration Agreement (SLM Student Loan Trust 2014-1)

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Limitation on Liability of Administrator and Others. (a) Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders Delaware Trustee, the Registered Owners or the Excess Distribution Certificateholder, or to the Indenture Trustee or the Eligible Lender Trustee except as provided under this Administration Agreement for any action taken or for refraining from the taking of any action pursuant to this Administration Agreement or for errors in judgment; provided, however, that these provisions shall not protect the Administrator 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 Administration Agreement. The Administrator and any of its directors, officers, employees or agents 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.

Appears in 12 contracts

Samples: Administration Agreement (Goal Capital Funding, LLC), Administration Agreement (Nelnet Student Loan Funding LLC), Administration Agreement (Nelnet Student Loan Trust 2007-1)

Limitation on Liability of Administrator and Others. (a) Neither the Administrator nor any of its directors, officers, the directors or officers or employees or agents of the Administrator shall be under any liability to the IssuerIssuing Entity, the Noteholders or the Excess Distribution CertificateholderCertificateholders, or to the Indenture Trustee or the Eligible Lender Trustee except as specifically provided under in this Agreement Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling Agreement, the Trust Sale Agreement, the AART Indenture or the Trust Agreement or for errors in judgment; provided, however, that these provisions this provision shall not protect the Administrator or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the AART Indenture, the Trust Agreement or any other AART Transaction Document. The Administrator and any director, officer or employee or agent of its directors, officers, employees or agents the Administrator 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 hereunderunder this Agreement.

Appears in 10 contracts

Samples: Administration Agreement (Ally Auto Assets LLC), Administration Agreement (Ally Auto Assets LLC), Administration Agreement (Ally Auto Assets LLC)

Limitation on Liability of Administrator and Others. (a) Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders or Delaware Trustee, the Excess Distribution CertificateholderRegistered Owners, or to the Indenture Trustee or the Eligible Lender Trustee except as provided under this Administration Agreement for any action taken or for refraining from the taking of any action pursuant to this Administration Agreement or for errors in judgment; provided, however, that these provisions shall not protect the Administrator 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 Administration Agreement. The Administrator and any of its directors, officers, employees or agents 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.

Appears in 5 contracts

Samples: Administration Agreement (Nelnet Student Loan Trust 2009-2), Administration Agreement (Nelnet Student Loan Trust 2008-1), Administration Agreement (Nelnet Student Loan Trust 2008-4)

Limitation on Liability of Administrator and Others. (a) Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders or the Excess Distribution Certificateholder, or to the Indenture Trustee, the Eligible Lender Trustee or the Eligible Lender Owner Trustee 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 these provisions shall not protect the Administrator 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. The Administrator and any of its directors, officers, employees or agents 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.

Appears in 3 contracts

Samples: Administration Agreement (Navient Student Loan Trust 2015-3), Administration Agreement (Navient Student Loan Trust 2015-2), Administration Agreement (Navient Student Loan Trust 2015-1)

Limitation on Liability of Administrator and Others. (a) Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders or the Excess Distribution CertificateholderCertificateholders, or to the Indenture Trustee Trustee, the Paying Agent or the Eligible Lender Trustee 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 these provisions shall not protect the Administrator 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. The Administrator and any of its directors, officers, employees or agents 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.

Appears in 2 contracts

Samples: Administration Agreement (Wachovia Education Loan Funding LLC), Administration Agreement (Wachovia Student Loan Trust 2005-1)

Limitation on Liability of Administrator and Others. (a) Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders Noteholders, the Note Owners or the Excess Distribution CertificateholderCertificateholders, or to the Indenture Trustee or Trustee, any Paying Agent, the Eligible Lender Trustee or any other party to the Transaction Documents, 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 these provisions this provision shall not protect the Administrator or any such person Person against any liability that would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement. The Administrator and any of its directors, officers, employees or agents 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 in respect of any matters arising hereunder.

Appears in 2 contracts

Samples: Administration Agreement (Collegiate Funding of Delaware LLC), Administration Agreement (Chase Education Loan Trust 2007-A)

Limitation on Liability of Administrator and Others. (a) Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders or the Excess Distribution Certificateholder, or to the Indenture Trustee or the Eligible Lender Trustee 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 these provisions Administration Agreement shall not protect the Administrator 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. The Administrator and any of its directors, officers, employees or agents 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.

Appears in 1 contract

Samples: Administration Agreement (SLM Student Loan Trust 2006-4)

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Limitation on Liability of Administrator and Others. (a) Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders or the Excess Distribution Certificateholder, or to the Indenture Trustee or the Eligible Lender Trustee 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 these provisions shall not protect the Administrator 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. The Administrator and any of its directors, officers, employees or agents 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.. Administration Agreement

Appears in 1 contract

Samples: Administration Agreement (SLM Student Loan Trust 2009-2)

Limitation on Liability of Administrator and Others. (a) Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders or the Excess Distribution Certificateholder, or to the Indenture Trustee or the Eligible Lender Trustee except as provided under this Agreement for any action taken or for refraining from the taking of any action Administration Agreement pursuant to this Agreement or for errors in judgment; provided, however, that these provisions shall not protect the Administrator 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. The Administrator and any of its directors, officers, employees or agents 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.

Appears in 1 contract

Samples: Administration Agreement (SLM Student Loan Trust 2007-1)

Limitation on Liability of Administrator and Others. (a) Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders Noteholders[, the RC Certificateholder] or the Excess Distribution Certificateholder, or to the Indenture Trustee, the Eligible Lender Trustee or the Eligible Lender Owner Trustee 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 these provisions shall not protect the Administrator 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. The Administrator and any of its directors, officers, employees or agents 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.

Appears in 1 contract

Samples: Administration Agreement (Navient Funding, LLC)

Limitation on Liability of Administrator and Others. (a) Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders or the Excess Distribution Certificateholder, or to the Indenture Trustee or the Eligible Lender Trustee 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 these provisions shall not protect the Administrator 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. The Administrator and any of its directors, officers, employees or agents may rely in good faith on Administration Agreement 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.

Appears in 1 contract

Samples: Administration Agreement (SLM Student Loan Trust 2006-6)

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