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

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Issuer or any Securityholders for any action taken or for refraining from the taking of any action pursuant hereto, or for errors in judgment; provided, however, that this provision shall not protect the Master 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 hereunder. The Master Servicer and any of its respective directors, officers, employees or agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person in respect of any matters arising under this Agreement. (b) Except as provided herein, the Master 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 administer and 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 Master Servicer 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. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Master Servicer.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of its the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Issuer Issuer, the Depositor or any Securityholders the Holders of Notes, except as provided under this Agreement or the Basic Documents, for any action taken or for refraining from the taking of any action pursuant hereto, to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such Person 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 hereunderunder this Agreement. The Master Servicer and any director, officer, employee or agent of its respective directors, officers, employees or agents the Master 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 in respect of person respecting any matters arising under this Agreement. (b) . Except as provided hereinin this Agreement or the Basic Documents, the Master 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 administer and service the Receivables Financed Student Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders and Holders of Notes under the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Master ServicerIndenture.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholders the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by the Master Servicer or any sub-servicer pursuant hereto, to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such Person 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 hereunderunder this Agreement. The Master Servicer or any sub-servicer and any of its their respective directors, officers, employees or agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement. (b) . Except as provided herein, in this Agreement the Master 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 administer and service the Receivables Mortgage Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer Servicer, may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable in respect of the Basic Documents to protect the interests of the Certificateholders under this Agreement and the rights and duties of Noteholders under the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Master ServicerIndenture.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of its the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Issuer Issuer, the Depositor, the Securities Insurer, the Swap Counterparty or any Securityholders the holders of Notes, except as provided under this Agreement or the Basic Documents, for any action taken or for refraining from the taking of any action pursuant hereto, to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such Person 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 hereunderunder this Agreement. The Master Servicer and any director, officer, employee or agent of its respective directors, officers, employees or agents the Master 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 in respect of person respecting any matters arising under this Agreement. (b) . Except as provided hereinin this Agreement or the Basic Documents, the Master 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 administer and service the Receivables Financed Student Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders and holders of Notes under the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Master ServicerIndenture.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of its the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholders the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant hereto, to this Agreement or for errors in judgment; provided, however, that this provision -------- ------- shall not protect the Master Servicer or any such Person 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 hereunderunder this Agreement. The Master Servicer and any director, officer, employee or agent of its respective directors, officers, employees or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person in respect of person respecting any matters arising under this Agreement. (b) . Except as provided hereinin this Agreement, the Master 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 administer and service the Receivables Student Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may undertake any -------- ------- reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, Agreement and the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of Noteholders under the Master ServicerIndenture.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholders the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action by the Master Servicer or any subservicer pursuant hereto, to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such Person 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 hereunderunder this Agreement. The Master Servicer or any subservicer and any of its their respective directors, officers, employees or agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person in respect of respecting any matters arising under this Agreement. (b) Agreement Except as provided herein, in this Agreement the Master 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 administer and service the Receivables Home Equity Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer Servicer, may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable in respect of the Basic Documents to protect the interests of the Certificateholders under this Agreement and the rights and duties of Noteholders under the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Master ServicerIndenture.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of its the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Issuer Issuer, the Depositor, the Securities Insurer, the Swap Counterparty or any Securityholders the holders of Notes, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant hereto, to this Agreement or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Master Servicer or any such Person 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 hereunderunder this Agreement. The Master Servicer and any director, officer, employee or agent of its respective directors, officers, employees or agents the Master 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 in respect of person respecting any matters arising under this Agreement. (b) . Except as provided hereinin this Agreement, the Master 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 administer and service the Receivables Financed Student Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders and holders of Notes under the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Master ServicerIndenture.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of its the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholders the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant hereto, to this Agreement or for errors in judgment; providedPROVIDED, howeverHOWEVER, that this provision shall not protect the Master 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 hereunderunder this Agreement. The Master Servicer and any director, officer, employee or agent of its respective directors, officers, employees or agents the Master Servicer may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person in respect of person respecting any matters arising under this Agreement. (b) . Except as provided hereinin this Agreement, the Master 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 administer and service the Receivables Trust Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses Trust Agreement and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Master ServicerNoteholders under the Indenture.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of its the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholders the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant hereto, to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such Person 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 hereunderunder this Agreement. The Master Servicer and any director, officer, employee or agent of its respective directors, officers, employees or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person in respect of person respecting any matters arising under this Agreement. (b) . Except as provided hereinin this Agreement, the Master 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 administer and service the Receivables Financed Student Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders Certificateholders under the Trust Agreement and the Certificateholders Noteholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Master ServicerIndenture.

Limitation on Liability of Master Servicer and Others. (a) Neither the Master Servicer nor any of its the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Issuer Issuer, the Noteholders or any Securityholders the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant hereto, to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such Person 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 hereunderunder this Agreement. The Master Servicer and any director, officer, employee or agent of its respective directors, officers, employees or agents the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person in respect of person respecting any matters arising under this Agreement. (b) . Except as provided hereinin this Agreement, the Master 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 administer and service the Receivables Student Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Master Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, Agreement and the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of Noteholders under the Master ServicerIndenture.