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

Limitation on Liability of Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders or 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 to this Agreement 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 under this Agreement. The Master Servicer or any sub-servicer and any of 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 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 that shall be incidental to its duties to service the 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, 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 Noteholders under the Indenture.

Limitation on Liability of Master Servicer and Others. 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, the Noteholders Depositor or the CertificateholdersHolders of Notes, except as provided under this AgreementAgreement or the Basic Documents, for any action taken or for refraining from the taking of any action by the Master Servicer or any sub-servicer pursuant to this Agreement 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 under this Agreement. The Master Servicer or any sub-servicer and any director, officer, employee or agent of their 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 person respecting any matters arising under this Agreement. Except as provided in 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 service the Mortgage 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, Servicer may (but shall not be required to) 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 protect this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders Holders of Notes under the Indenture.

Limitation on Liability of Master Servicer and Others. 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, the Noteholders Depositor, the Securities Insurer, the Swap Counterparty or the Certificateholdersholders of Notes, except as provided under this AgreementAgreement or the Basic Documents, for any action taken or for refraining from the taking of any action by the Master Servicer or any sub-servicer pursuant to this Agreement 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 under this Agreement. The Master Servicer or any sub-servicer and any director, officer, employee or agent of their 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 person respecting any matters arising under this Agreement. Except as provided in 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 service the Mortgage 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, Servicer may (but shall not be required to) 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 protect this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders holders of Notes under the Indenture.

Limitation on Liability of Master Servicer and Others. 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, the Noteholders holders of Notes or the Certificateholdersholders of Certificates, 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 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 under this Agreement. The Master Servicer or any sub-servicer and any director, officer, employee or agent of their 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 person respecting any matters arising under this Agreement. Except as provided in this Agreement 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 service the Mortgage 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, Servicer may (but shall not be required to) 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 protect this Agreement and the other Basic Documents and the interests of the Certificateholders holders of Certificates under this Agreement and the Noteholders holders of Notes under the Indenture.

Limitation on Liability of Master Servicer and Others. 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, the Noteholders or 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 to this Agreement 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 under this Agreement. The Master Servicer or any sub-servicer and any director, officer, employee or agent of their 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 person respecting any matters arising under this Agreement. Except as provided in this Agreement 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 service the Mortgage 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, Servicer may (but shall not be required to) 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 protect this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture.

Limitation on Liability of Master Servicer and Others. 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, the Noteholders or 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 to this Agreement 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 under this Agreement. The Master Servicer or any sub-servicer and any director, officer, employee or agent of their 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 person respecting any matters arising under this Agreement. Except as provided in this Agreement 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 service the Mortgage 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, Servicer may (but shall not be required to) 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 protect this Agreement and the other Basic Documents and the interests of the Certificateholders under this the Trust Agreement and the Noteholders under the Indenture.

Limitation on Liability of Master Servicer and Others. 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, the Noteholders Securities Insurer, the Swap Counterparty or the Certificateholdersholders of Notes, 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 to this Agreement 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 under this Agreement. The Master Servicer or any sub-servicer and any director, officer, employee or agent of their 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 person respecting any matters arising under this AgreementAgreement . Except as provided in this Agreement 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 service the Mortgage 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, Servicer may (but shall not be required to) 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 protect this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders holders of Notes under the Indenture.

Limitation on Liability of Master Servicer and Others. 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, the Noteholders Securities Insurer, the Swap Counterparty or the Certificateholdersholders of Notes, 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 to this Agreement 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 under this Agreement. The Master Servicer or any sub-servicer and any director, officer, employee or agent of their 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 person respecting any matters arising under this Agreement. Except as provided in this Agreement 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 service the Mortgage 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, Servicer may (but shall not be required to) 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 protect this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders holders of Notes under the Indenture.

Limitation on Liability of Master Servicer and Others. 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, the Noteholders or 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 to this Agreement 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 under this Agreement. The Master Servicer or any sub-servicer and any director, officer, employee or agent of their 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 person respecting any matters arising under this Agreement. Except as provided in this Agreement 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 service the Mortgage 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, Servicer may (but shall not be required to) 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 protect this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture.

Limitation on Liability of Master Servicer and Others. 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, the Noteholders or 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 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 under this Agreement. The Master Servicer or any sub-servicer and any director, officer, employee or agent of their 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 person respecting any matters arising under this Agreement. Except as provided in this Agreement 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 service the Mortgage 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, Servicer may (but shall not be required to) 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 protect this Agreement and the other Basic Documents and the interests of the Certificateholders under this the Trust Agreement and of the Noteholders under the Indenture.

Limitation on Liability of Master Servicer and Others. Neither the Master Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders or 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 subservicer pursuant to this Agreement 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 under this Agreement. The Master Servicer or any sub-servicer subservicer and any of 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 respecting any matters arising under this Agreement. 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 that shall be incidental to its duties to service the Mortgage 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, 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 Noteholders under the Indenture.