Limitation on Liability of Servicer. The 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 Servicing 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 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 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 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 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 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 Servicer harmless from all cost, liability or expense of the Servicer not arising out of or relating to the failure of the Servicer to comply with the terms of this Agreement.
Limitation on Liability of Servicer. (a) Neither the Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Titling Company, the Titling Company Registrar, any Beneficiary, any Holder, any Registered Pledgee or any third party beneficiary of this Agreement or any other Titling Company Document, except as otherwise provided in the applicable Titling Company Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or any other Titling Company Document, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such individual 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 or duties under this Agreement or any other Titling Company Document.
(b) Except as otherwise provided in this Agreement or any other Titling Company Document, the Servicer shall not be under any obligation to appear in, prosecute or defend any Proceeding not incidental to its duties to service the Leases in accordance with this Agreement, and that in its opinion may involve it in any Liability; provided, however, that the Servicer may undertake any reasonable action it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Titling Company, and any reasonable expense related to any such undertaking by the Servicer shall be a Reimbursable Expense.
(c) The Servicer and any director, officer, employee or agent of the 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 respecting any matters arising under this Agreement or any other Titling Company Document.
Limitation on Liability of Servicer. The Servicer shall not be liable to the Issuer or the 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 this provision shall not protect the Servicer against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Trustee or 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 Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Transferred Securitization Property in accordance with this Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may cause it to incur any expense or liability.
Limitation on Liability of Servicer. Xxxxxx Xxx, Inc. Not to Resign as Servicer
Limitation on Liability of Servicer. 18 Section 4.5 Xxxxxx Xxx Servicing L.P. Not to Resign as Servicer.......................... 19
Limitation on Liability of Servicer. Section 4.5 SLC Not to Resign as Servicer................................
Limitation on Liability of Servicer and Others Section 6.04. Merger or Consolidation of, or Assumption of the Obligations of, Servicer Section 6.05. Western Massachusetts Electric Company Not to Resign as Servicer Section 6.06. Servicing Compensation Section 6.07.
Limitation on Liability of Servicer and Others Section 6.04. Merger or Consolidation of, or Assumption of the Obligations of, Servicer Section 6.05. The Connecticut Light and Power Company Not to Resign as Servicer Section 6.06. Servicing Compensation Section 6.07.
Limitation on Liability of Servicer. SLC Not to Resign as Servicer. Servicer Default. Appointment of Successor. Notification to Noteholders. Waiver of Past Defaults. 20 Amendment. Notices. Counterparts. Entire Agreement; Severability. 21 Governing Law. Relationship of Parties. Captions.
Limitation on Liability of Servicer the Backup Servicer and Others 43 Section 9.04. Delegation of Duties 44
