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 the directors or officers or employees or agents of the Administrator shall be under any liability to the Issuing Entity, the Noteholders or the Certificateholders, except as specifically provided in this 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 this provision 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 (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 the Administrator 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 under this Agreement. (b) The Administrator and any director or officer or employee or agent of the Administrator shall be reimbursed by the AART Indenture Trustee or the AART Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Administrator to the AART Indenture Trustee or the AART Owner Trustee pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment))(gross negligence in the case of the AART Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the AART Indenture or the Trust Agreement or by reason of reckless disregard of such trustee’s obligations and duties under this Agreement. In no event, however, shall the AART Indenture Trustee or the AART Owner Trustee be liable to the Administrator for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to administer the Secured Notes in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Pooling Agreement and the Trust Sale Agreement, the interests of the Noteholders under the AART Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs invoiced for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Administrator shall be entitled to be reimbursed therefor. (d) The Applicable AART Trustee shall distribute out of the AART Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not previously reimbursed.

Limitation on Liability of Administrator and Others. (a) Neither the Administrator nor any of the directors or officers or employees or agents of the Administrator shall be under any liability to the Issuing Entity, the Noteholders or the Certificateholders, except as specifically provided in this 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 this provision 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 (except errors in judgment) in the performance of duties or by reason of reckless Table of Contents 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 the Administrator 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 under this Agreement. (b) The Administrator and any director or officer or employee or agent of the Administrator shall be reimbursed by the AART Indenture Trustee or the AART Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Administrator to the AART Indenture Trustee or the AART Owner Trustee pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment))(gross negligence in the case of the AART Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the AART Indenture or the Trust Agreement or by reason of reckless disregard of such trustee’s obligations and duties under this Agreement. In no event, however, shall the AART Indenture Trustee or the AART Owner Trustee be liable to the Administrator for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to administer the Secured Notes in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Pooling Agreement and the Trust Sale Agreement, the interests of the Noteholders under the AART Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs invoiced for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Administrator shall be entitled to be reimbursed therefor. (d) The Applicable AART Trustee shall distribute out of the AART Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not previously reimbursed.

Limitation on Liability of Administrator and Others. (a) Neither the Administrator nor any of the directors or officers or employees or agents of the Administrator shall be under any liability to the Issuing Entity, the Noteholders or the Certificateholders, except as specifically provided in this 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 this provision 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 (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 the Administrator 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 under this Agreement. (b) The Administrator and any director or officer or employee or agent of the Administrator shall be reimbursed by the AART Indenture Trustee or the AART Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Administrator to the AART Indenture Trustee or the AART Owner Trustee pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment))(gross negligence in the case of the AART Owner Table of Contents Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the AART Indenture or the Trust Agreement or by reason of reckless disregard of such trustee’s obligations and duties under this Agreement. In no event, however, shall the AART Indenture Trustee or the AART Owner Trustee be liable to the Administrator for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to administer the Secured Notes in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Pooling Agreement and the Trust Sale Agreement, the interests of the Noteholders under the AART Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs invoiced for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Administrator shall be entitled to be reimbursed therefor. (d) The Applicable AART Trustee shall distribute out of the AART Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not previously reimbursed.

Limitation on Liability of Administrator and Others. (a) Neither the Administrator nor any of the directors or officers or its partners, directors, officers, employees or agents of the Administrator agents, or its delegees, shall be under any liability to the Issuing EntityIssuer, the Noteholders Noteholders, the holder of the Trust Certificate, the Indenture Trustee, the Owner Trustee or the Certificateholders, except as specifically provided in this Agreement, Eligible Lender Trustee for any action taken or for refraining from the taking of any action in good faith 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 this provision shall not protect the Administrator or any such Person of its partners, directors, officers, employees or agents, or its delegees, against any liability that which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence (except errors in judgment) in the performance of his or its duties or by reason of reckless disregard of his or its obligations and duties under this Agreement, the Pooling Agreement, the Trust Sale Agreement, the AART Indenture, the Trust Agreement or any other AART Transaction Documenthereunder. The Administrator and any directorof its partners, officer directors, officers, employees or employee agents, or agent of the Administrator its delegees, 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 under this Agreementhereunder. (b) The Neither the Administrator and nor any director or officer or employee or agent of the Administrator directors, officers, employees or agents of any of them shall be reimbursed by under any liability to the AART Issuer, Depositor, the Indenture Trustee or the AART Trustee, Owner Trustee, as applicable, the Eligible Lender Trustee the Noteholders or the holder of the Trust Certificate and all such Persons shall be held harmless for any contractual damages, liability action taken or expense (including for refraining from the taking of any obligation of the Administrator to the AART Indenture Trustee or the AART Owner Trustee action in good faith pursuant to Section 6.01(a)(iv)(x) this Agreement, or (y)) incurred for errors in judgment; provided, however, that this provision shall not protect any such Person against any breach of warranties or representations made herein or against any liability which would otherwise be imposed by reason of such trustee’s willful misfeasance, bad faith or gross negligence (except errors in judgment))(gross negligence in the case of the AART Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the AART Indenture or the Trust Agreement or by reason of reckless disregard of such trustee’s obligations and duties hereunder. The Administrator and any director, officer, employee or agent of any of them shall be entitled to indemnification by the Trust Estate and will be held harmless against any loss, liability or expense incurred in connection with the performance of their duties and obligations, the exercise of their rights or any legal action (including but not limited to, costs and expenses of litigation, and of investigation, attorney's fees, damages, judgments and amounts paid in settlement) under this Agreement. In no event, howeverNotes, shall the AART Indenture Trustee Trust Certificates or the AART Owner Trustee be liable to the Administrator for Trust Student Loans, other than any damages loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the nature performance of specialhis or its duties hereunder or by reason of reckless disregard of his or its obligations and duties hereunder. The Administrator and any of the directors, indirect officers, employees or consequential damagesagents of any of them may rely in good faith on any document of any kind which, however styledprima facie, including lost profits. (c) Except as provided in this Agreement, the is properly executed and submitted by any Person respecting any matters arising hereunder. The Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that unless such action is not incidental related to its respective duties to administer the Secured Notes in accordance with under this Agreement and that and, in its opinion may opinion, does not involve it in any expense or liability; provided, however, that the Administrator may in its discretion undertake any reasonable such action that which it may deem necessary or desirable in with respect of to this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement hereto and the interests of the Noteholders and the Certificateholders under this Agreement, the Pooling Agreement and holder of the Trust Sale Agreement, Certificate if the interests Noteholders or the holder of the Noteholders under Trust Certificate offer to the AART Indenture Administrator reasonable security or indemnity against the costs, expenses and the interests of the Certificateholders under the Trust Agreementliabilities which may be incurred therein or thereby. In such event, the legal expenses and costs invoiced for of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity Trust Estate, and the Administrator shall be entitled to be reimbursed therefor. (d) The Applicable AART Trustee shall distribute therefor out of the AART Collection Account Account, and such amounts shall, on a the following Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not previously reimbursedor Distribution Dates, be allocated in reduction of distributions on the Notes.

Limitation on Liability of Administrator and Others. (a) Neither the Administrator nor any of the directors or officers or employees or agents of the Administrator shall be under any liability to the Issuing Entity, the Noteholders or the Certificateholders, except as specifically provided in this Agreement and in the Pooling and Administration Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling and Administration Agreement, the Trust Sale Agreement, the AART CARAT Indenture or the Trust Agreement or for errors in judgment; provided, however, that this provision 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 (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling and Administration Agreement, the Trust Sale Agreement, the AART CARAT Indenture, the Trust Agreement or any other AART CARAT Transaction Document. The Administrator and any director, officer or employee or agent of the Administrator 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 under this Agreement or the Pooling and Administration Agreement. (b) The Administrator and any director or officer or employee or agent of the Administrator shall be reimbursed by the AART CARAT Indenture Trustee or the AART CARAT Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Administrator to the AART CARAT Indenture Trustee or the AART CARAT Owner Trustee pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee’s willful misfeasance, bad faith or negligence (except errors in judgment))(gross negligence in the case of the AART CARAT Owner Trustee) in the performance of such trustee’s duties under this Agreement, the Trust Sale Agreement, the AART CARAT Indenture or the Trust Agreement or by reason of reckless disregard of such trustee’s obligations and duties under this Agreement. In no event, however, shall the AART CARAT Indenture Trustee or the AART CARAT Owner Trustee be liable to the Administrator for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. (c) Except as provided in this Agreement or in the Pooling and Administration Agreement, the Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to administer the Secured Notes in accordance with this Agreement and the Pooling and Administration Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement or the Pooling and Administration Agreement and the rights and duties of the parties to this Agreement or the Pooling and Administration Agreement and the interests of the Noteholders and the Certificateholders under this Agreement, the Pooling Agreement and the Trust Sale Pooling and Administration Agreement, the interests of the Noteholders under the AART CARAT Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs invoiced for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Administrator shall be entitled to be reimbursed therefor. (d) The Applicable AART CARAT Trustee shall distribute out of the AART CARAT Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not previously reimbursed.