Common use of Intent of the Parties Hereto Clause in Contracts

Intent of the Parties Hereto. This Eligible Lender Trust Agreement and all documents, agreements, understandings and arrangements relating to this Eligible Lender Trust Agreement which are executed by the Eligible Lender Trustee have been executed by the Eligible Lender Trustee solely for the purpose of having the legal title to the Financed Eligible Loans held by an “eligible lender” under the Higher Education Act, and the Issuer hereby agrees that the Eligible Lender Trustee shall be accorded appropriate protection for its limited role herein pursuant to the indemnity herein and that the Eligible Lender Trustee (its officers, directors, employees and agents) shall not have any liability thereunder or hereunder except as expressly set forth herein, including, without limitation, liability which may be incurred as a result of actions or inactions of the Issuer and any Servicer, subject to the terms of applicable laws, rules and regulations. The Issuer agrees that it will not seek recourse or commence any action against the Eligible Lender Trustee (or its officers, directors, employees or agents) or any of their personal assets for the performance or payment of any obligation thereunder or hereunder; provided that the Eligible Lender Trustee shall be liable for its negligence and willful misconduct in the performance of its Express Duties hereunder. The parties hereto intend that this Eligible Lender Trust Agreement is for their benefit only and not for the benefit of any third party, except that the Issuer shall assign its interest in this Eligible Lender Trust Agreement to the Indenture Trustee pursuant to the Indenture. The parties hereto agree that each and every provision of this Eligible Lender Trust Agreement is subject to this paragraph.

Intent of the Parties Hereto. This Eligible Lender Trust Agreement and all documents, agreements, understandings and arrangements relating to this Eligible Lender Trust Agreement which are executed by the Eligible Lender Trustee have been executed by the Eligible Lender Trustee solely for the purpose of having the legal title to the Financed Eligible Loans held by an “eligible lender” under the Higher Education Act, and the Issuer Depositor hereby agrees that the Eligible Lender Trustee shall be accorded appropriate protection for its limited role herein pursuant to the indemnity herein and that the Eligible Lender Trustee (its officers, directors, employees and agents) shall not have any liability thereunder or hereunder except as expressly set forth herein, including, without limitation, liability which may be incurred as a result of actions or inactions of the Issuer Depositor and any Servicer, subject to the terms of applicable laws, rules and regulations. The Issuer Depositor agrees that it will not seek recourse or commence any action against the Eligible Lender Trustee (or its officers, directors, employees or agents) or any of their personal assets for the performance or payment of any obligation thereunder or hereunder; provided that the Eligible Lender Trustee shall be liable for its negligence and willful misconduct in the performance of its Express Duties hereunder. The parties hereto intend that this Eligible Lender Trust Agreement is for their benefit only and not for the benefit of any third party, except that the Issuer shall assign its interest in this Eligible Lender Trust Agreement to the Indenture Trustee pursuant to the Indenture. The parties hereto agree that each and every provision of this Eligible Lender Trust Agreement is subject to this paragraph.

Intent of the Parties Hereto. This Eligible Lender Trust Agreement and all documents, agreements, understandings and arrangements relating to this Eligible Lender Trust Agreement which are executed by the Eligible Lender Issuer Loan Trustee have been executed by the Eligible Lender Issuer Loan Trustee solely for the purpose of having the legal and record title to the Financed Eligible Loans held by an “eligible lender” under the Higher Education Acta federal depository institution, and the Issuer hereby agrees that the Eligible Lender Issuer Loan Trustee shall be accorded appropriate protection for its limited role herein pursuant to the indemnity herein and that the Eligible Lender Issuer Loan Trustee (its officers, directors, employees and agents) shall not have any liability thereunder or hereunder except as expressly set forth herein, including, without limitation, liability which may be incurred as a result of actions or inactions of the Issuer and or any Servicerof its affiliates, subject to the terms of applicable laws, rules and regulations. The Issuer agrees that it will not seek recourse or commence any action against the Eligible Lender Issuer Loan Trustee (or its officers, directors, employees or agents) or any of their personal assets for the performance or payment of any obligation thereunder or hereunder, and the Issuer Loan Trustee shall not be liable for its actions or inactions, including its negligence, in the performance of its duties hereunder; provided that the Eligible Lender Issuer Loan Trustee shall be liable for actual damages (but not consequential or exemplary damages) proximately caused by its gross negligence and or willful misconduct in the performance of its Express Duties duties hereunder. The parties hereto intend that this Eligible Lender Trust Agreement is for their benefit only and not for the benefit of any third party, except that the Issuer shall assign its interest in this Eligible Lender Trust Agreement to the Indenture Trustee Trustee, for the benefit of the Noteholders, pursuant to the Indenture. The parties hereto agree that each and every provision of this Eligible Lender Trust Agreement is subject to this paragraph.

Intent of the Parties Hereto. This Eligible Lender Trust Agreement and all documents, agreements, understandings and arrangements relating to this Eligible Lender Trust Agreement which are executed by the Eligible Lender Trustee have been executed by the Eligible Lender Trustee solely for the purpose of having the legal title to the Financed Eligible Student Loans held by an “eligible lender” under the Higher Education Act, and the Issuer hereby agrees that the Eligible Lender Trustee shall be accorded appropriate protection satisfactory to the Eligible Lender Trustee for its limited role herein in holding legal title to the Financed Student Loans pursuant to the indemnity herein and that the Eligible Lender Trustee (its officers, directors, employees and agents) shall not have any liability thereunder or hereunder except as expressly set forth herein, including, without limitation, liability which may be incurred as a result of actions or inactions of the Issuer and any Servicer, subject to the terms of applicable laws, rules and regulations. All indicia of ownership, including but not limited to the management, acquisition, sale, investment transfer or collection of income and revenue on the Eligible Loans shall be vested in the Issuer. The Issuer agrees that it will not seek recourse or commence any action against the Eligible Lender Trustee (or its officers, directors, employees or agents) or any of their personal assets for the performance or payment of any obligation thereunder or hereunder; provided that the Eligible Lender Trustee shall be liable for its negligence and willful misconduct in the performance of its Express Duties hereunder. The parties hereto intend that this Eligible Lender Trust Agreement is for their benefit only and not for the benefit of any third party, except that the Issuer shall assign its interest in this Eligible Lender Trust Agreement to the Indenture Trustee pursuant to the Indenture. The parties hereto agree that each and every provision of this Eligible Lender Trust Agreement is subject to this paragraph.its

Intent of the Parties Hereto. This Eligible Lender Trust Agreement and all documents, agreements, understandings and arrangements relating to this Eligible Lender Trust Agreement which are executed by the Eligible Lender Trustee have been executed by the Eligible Lender Trustee solely for the purpose of having the legal title to the Financed Eligible Loans held by an “"eligible lender” " under the Higher Education Act, and the Issuer hereby agrees that the Eligible Lender Trustee shall be accorded appropriate protection satisfactory to the Eligible Lender Trustee for its limited role herein in holding legal title to the Financed Eligible Loans pursuant to the indemnity herein and that the Eligible Lender Trustee (its officers, directors, employees and agents) shall not have any liability thereunder or hereunder except as expressly set forth herein, including, without limitation, liability which may be incurred as a result of actions or inactions of the Issuer and any Servicer, subject to the terms of applicable laws, rules and regulations. All indicia of ownership, including but not limited to the management, acquisition, sale, investment transfer or collection of income and revenue on the Eligible Loans shall be vested in the Issuer. The Issuer agrees that it will not seek recourse or commence any action against the Eligible Lender Trustee (or its officers, directors, employees or agents) or any of their personal assets for the performance or payment of any obligation thereunder or hereunder; provided that the Eligible Lender Trustee shall be liable for its negligence and willful misconduct in the performance of its Express Duties hereunder. The parties hereto intend that this Eligible Lender Trust Agreement is for their benefit only and not for the benefit of any third party, except that the Issuer shall assign its interest in this Eligible Lender Trust Agreement to the Indenture Trustee pursuant to the Indenture. The parties hereto agree that each and every provision of this Eligible Lender Trust Agreement is subject to this paragraph.

Intent of the Parties Hereto. This Eligible Lender Trust Agreement and all documents, agreements, understandings and arrangements relating to this Eligible Lender Trust Agreement which are executed by the Eligible Lender Trustee have been executed by the Eligible Lender Trustee solely for the purpose of having the legal title to the Financed Eligible Loans held by an “"eligible lender” " under the Higher Education Act, and the Issuer Sponsor hereby agrees that the Eligible Lender Trustee shall be accorded appropriate protection satisfactory to the Eligible Lender Trustee for its limited role herein in holding legal title to the Eligible Loans pursuant to the indemnity herein and that the Eligible Lender Trustee (its officers, directors, employees and agents) shall not have any liability thereunder or hereunder except as expressly set forth herein, including, without limitation, liability which may be incurred as a result of actions or inactions of the Issuer Sponsor and any Servicer, subject to the terms of applicable laws, rules and regulations. All indicia of beneficial ownership, including but not limited to the management, acquisition, sale, investment transfer or collection of income and revenue on the Eligible Loans shall be vested in the Sponsor. The Issuer Sponsor agrees that it will not seek recourse or commence any action against the Eligible Lender Trustee (or its officers, directors, employees or agents) or any of their personal assets for the performance or payment of any obligation thereunder or hereunder; provided that the Eligible Lender Trustee shall be liable for its negligence and willful misconduct in the performance of its Express Duties hereunder. The parties hereto intend that this Eligible Lender Trust Agreement is for their benefit only and not for the benefit of any third party, except that the Issuer shall assign its interest in this Eligible Lender Trust Agreement to the Indenture Trustee pursuant to the Indenture. The parties hereto agree that each and every provision of this Eligible Lender Trust Agreement is subject to this paragraph.