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

Limitation on Liability of Master Servicer. The Master Servicer shall not be under any liability to the Issuer, the Noteholders, the Administrator, the Eligible Lender Trustee or the Indenture Trustee except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by schools, borrowers, Guarantors and the Department, for the failure of any party to this Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor; provided, however, that this provision shall not protect the Master Servicer against its obligation to purchase Student Loans from the Trust pursuant to Section 3.5 hereof or to pay to the Trust amounts required pursuant to Section 3.5 hereof or 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 Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action where it is not named as a party; 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. To the extent that the Master Servicer is required to appear in or is made a defendant in any legal action or other proceeding relating to the servicing of the Trust Student Loans, the Issuer shall indemnify and hold the Master Servicer harmless from all cost, liability or expense of the Master Servicer not arising out of or relating to the failure of the Master Servicer to comply with the terms of this Agreement.

Limitation on Liability of Master Servicer. The (a) Neither the Master Servicer nor any of its directors, officers, employees or agents shall not be under any liability to the Issuer, the Noteholders, the Note Owners, the Certificateholders, the Administrator, the Eligible Lender Trustee or the Indenture Trustee except as provided under this Agreement, Agreement for any action taken or for refraining from the taking of any action pursuant to this Agreement, for errors in judgment, for any incorrect or incomplete information provided by or unreasonable or unlawful actions taken by schools, borrowersObligors, Guarantors and the Department, for the failure of any party to this Agreement or any other Basic Transaction Document to comply with its respective obligations hereunder or under any other Basic Transaction Document or for any losses attributable to the insolvency of any Guarantor; provided, however, that this provision shall not protect the Master Servicer against its obligation to purchase Trust Student Loans from the Trust Issuer pursuant to Section 3.5 3.4 hereof or to pay to the Trust Issuer amounts required pursuant to Section 3.5 3.4 hereof or against any liability that would otherwise be imposed by reason of willful misfeasance, negligence or 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 Master Servicer 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 kind, properly executed and submitted by any person respecting Person in respect of any matters arising under this Agreement. hereunder. (b) Except as provided in this Agreement, the Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action where that shall not be incidental to its duties to service the Trust Student Loans in accordance with this Agreement and that in its opinion may involve it is not named as a partyin 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 Transaction Documents, the rights and duties of the parties to this Agreement and the other Basic Documents Transaction Documents, the interests of the Certificateholders under the Trust Agreement and under this Agreement and the interests of the Noteholders. To Noteholders under the extent that the Master Servicer is required to appear in or is made a defendant in any legal action or other proceeding relating to the servicing of the Trust Student Loans, the Issuer shall indemnify Indenture and hold the Master Servicer harmless from all cost, liability or expense of the Master Servicer not arising out of or relating to the failure of the Master Servicer to comply with the terms of this Agreement.

Limitation on Liability of Master Servicer. The Neither the Master Servicer nor any other the directors, officers, employees or agents of the Master Servicer shall not be under any liability to the IssuerTrustee, the NoteholdersServicer, the AdministratorCertificate Insurer, the Eligible Lender Trustee Owners or the Indenture Trustee except as provided under this Agreement, any other Person 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, for any incorrect or incomplete information provided by schools, borrowers, Guarantors and the Department, for the failure of any party to this Agreement or any other Basic Document to comply with its respective obligations hereunder or under any other Basic Document or for any losses attributable to the insolvency of any Guarantor; provided, however, that this provision shall not protect the Master Servicer against its obligation to purchase Student Loans from the Trust pursuant to Section 3.5 hereof or to pay to the Trust amounts required pursuant to Section 3.5 hereof or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the its performance of its duties or by reason of reckless disregard of for its obligations and duties under this Agreement. The Master Servicer and any directors, officer, employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any person Person respecting any matters arising under this Agreementhereunder. Except as provided in this Agreement, the The Master Servicer shall not be under any no obligation to appear in, prosecute or defend any legal action where it that is not named as a partyincidental to its duties to master service the Mortgage Loans in accordance with this Agreement and that in its opinion may involve it in any expenses or liability; provided, however, that the Master Servicer may in its sole discretion undertake any reasonable such action that it may deem necessary or desirable in respect of to this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents hereto and the interests of the NoteholdersCertificate Owners hereunder. To In such event, the extent that legal expenses and costs of such action and any liability resulting in therefrom shall be expenses, costs and liabilities of the Trust and the Master Servicer is required shall be entitled to appear in or is made a defendant in any legal action or other proceeding relating to the servicing be reimbursed therefor out of the Trust Student Loans, the Issuer shall indemnify and hold the Master Servicer harmless from all cost, liability or expense of the Master Servicer not arising out of or relating to the failure of the Master Servicer to comply with the terms of this AgreementCertificate Account as provided herein.