Common use of Limitation on Liability of the Seller and Others Clause in Contracts

Limitation on Liability of the Seller and Others. SLM ELC and any director or officer or employee or agent thereof 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 hereunder (provided that such reliance shall not limit in any way SLM ELC’s obligations under Section 6). SLM ELC shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under these Master Terms or any Purchase Agreement, and that in its opinion may involve it in any expense or liability. Except as provided herein, the repurchase (or substitution) and reimbursement obligations of SLM ELC will constitute the sole remedy available to the applicable Purchaser for uncured breaches; provided, however, that the information with respect to the Purchased Loans listed on the related Xxxx of Sale may be adjusted in the ordinary course of business subsequent to the date of the related Xxxx of Sale and to the extent that the aggregate Principal Balance of the Purchased Loans listed on the related Xxxx of Sale is less than the aggregate Principal Balance stated on the related Xxxx of Sale, SLM ELC shall remit such amount to the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding. Such reconciliation payment shall be made from time to time but no less frequently than semi-annually.

Limitation on Liability of the Seller and Others. SLM ELC The Seller and any director or officer or employee or agent thereof 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 hereunder (provided that such reliance shall not limit in any way SLM ELCthe Seller’s obligations under Section 66 herein). SLM ELC The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under these Master Sale Terms or any Purchase Sale Agreement, and that in its opinion may involve it in any expense or liability. Except as provided herein, the repurchase (or substitution) and reimbursement obligations of SLM ELC the Seller will constitute the sole remedy available to the applicable Purchaser for uncured breaches; provided, however, that the information with respect to the Purchased Loans listed on the related Xxxx of Sale may be adjusted in the ordinary course of business subsequent to the date of the related Xxxx of Sale and to the extent that the aggregate Principal Balance of the Purchased Loans listed on the related Xxxx of Sale is less than the aggregate Principal Balance stated on the related Xxxx of Sale, SLM ELC the Seller shall remit such amount to the Interim Eligible Lender Trustee, Trustee for the benefit of and on behalf of Fundingthe Purchaser. Such reconciliation payment shall be made from time to time but no less frequently than semi-annually.

Limitation on Liability of the Seller and Others. SLM ELC SLMA and any director or officer or employee or agent thereof 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 hereunder (provided that such reliance shall not limit in any way SLM ELC’s SLMA's obligations under Section 6). SLM ELC SLMA shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under these Master Terms or any Purchase Agreement, and that in its opinion may involve it in any expense or liability. Except as provided herein, the repurchase (or substitution) and reimbursement obligations of SLM ELC SLMA will constitute the sole remedy available to the applicable Purchaser for uncured breaches; provided, however, that the information with respect to the Purchased Loans listed on the related Xxxx of Sale may be adjusted in the ordinary course of business subsequent to the date of the related Xxxx of Sale and to the extent that the aggregate Principal Balance of the Purchased Loans listed on the related Xxxx of Sale is less than the aggregate Principal Balance stated on the related Xxxx of Sale, SLM ELC SLMA shall remit such amount to the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding. Such reconciliation payment shall be made from time to time but no less frequently than semi-annually.

Limitation on Liability of the Seller and Others. SLM ELC and any director or officer or employee or agent thereof 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 hereunder (provided that such reliance shall not limit in any way SLM ELC’s 's obligations under Section 6). SLM ELC shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under these Master Terms or any Purchase Agreement, and that in its opinion may involve it in any expense or liability. Except as provided herein, the repurchase (or substitution) and reimbursement obligations of SLM ELC will constitute the sole remedy available to the applicable Purchaser for uncured breaches; provided, however, that the information with respect to the Purchased Loans listed on the related Xxxx of Sale may be adjusted in the ordinary course of business subsequent to the date of the related Xxxx of Sale and to the extent that the aggregate Principal Balance of the Purchased Loans listed on the related Xxxx of Sale is less than the aggregate Principal Balance stated on the related Xxxx of Sale, SLM ELC shall remit such amount to the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding. Such reconciliation payment shall be made from time to time but no less frequently than semi-annually.

Limitation on Liability of the Seller and Others. SLM ELC SLMA and any director or officer or employee or agent thereof 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 hereunder (provided that such reliance shall not limit in any way SLM ELCSLMA’s obligations under Section 6). SLM ELC SLMA shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under these Master Terms or any Purchase Agreement, and that in its opinion may involve it in any expense or liability. Except as provided herein, the repurchase (or substitution) and reimbursement obligations of SLM ELC SLMA will constitute the sole remedy available to the applicable Purchaser for uncured breaches; provided, however, that the information with respect to the Purchased Loans listed on the related Xxxx of Sale may be adjusted in the ordinary course of business subsequent to the date of the related Xxxx of Sale and to the extent that the aggregate Principal Balance of the Purchased Loans listed on the related Xxxx of Sale is less than the aggregate Principal Balance stated on the related Xxxx of Sale, SLM ELC SLMA shall remit such amount to the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding. Such reconciliation payment shall be made from time to time but no less frequently than semi-annually.

Limitation on Liability of the Seller and Others. SLM ELC VG Funding and any director or officer or employee or agent thereof 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 hereunder (provided that such reliance shall not limit in any way SLM ELC’s VG Funding's obligations under Section 6). SLM ELC VG Funding shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under these Master Terms or any Purchase Agreement, and that in its opinion may involve it in any expense or liability. Except as provided herein, the repurchase (or substitution) and reimbursement obligations of SLM ELC VG Funding will constitute the sole remedy available to the applicable Purchaser for uncured breaches; provided, however, that the information with respect to the Purchased Loans listed on the related Xxxx of Sale may be adjusted in the ordinary course of business subsequent to the date of the related Xxxx of Sale and to the extent that the aggregate Principal Balance of the Purchased Loans listed on the related Xxxx of Sale is less than the aggregate Principal Balance stated on the related Xxxx of Sale, SLM ELC VG Funding shall remit such amount to the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding. Such reconciliation payment shall be made from time to time but no less frequently than semi-annually.