Common use of Custodian’s Indemnification Clause in Contracts

Custodian’s Indemnification. The Servicer as custodian shall indemnify the Trust, the Owner Trustee, and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicer; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misconduct, bad faith or negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconduct, bad faith or negligence of the Indenture Trustee.

Custodian’s Indemnification. The Servicer as custodian shall indemnify the Trust, the Owner Trustee, and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicer; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Trustee.

Custodian’s Indemnification. The Servicer as custodian shall indemnify the Trust, the Owner Trustee, Trustee and the Indenture Trustee and each of their respective officers, directors, employees directors and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought) by an indemnified party of any indemnification obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, Trustee or the Indenture Trustee or any of their respective officers, directors, employees directors and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicer; provided, however, that the Servicer shall not be liable to the Trust or the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Owner Trustee, Trustee and the Servicer shall not be liable to the Trust or the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Trustee.

Custodian’s Indemnification. The Servicer Servicer, as custodian custodian, shall indemnify the TrustIssuer, the Owner Trustee, Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever (including reasonable attorneys’ fees and expenses) that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, or the Indenture Trustee or any of their respective officers, directors, employees and agents them as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, Files including any legal fees and expenses incurred in connection with the cost enforcement by any such Person of defending any claim or bringing any claim to enforce such indemnification or other obligations obligation of the ServicerServicer as custodian; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Trustee. Any indemnity claimed under this Section 3.05 shall be subject to the procedures described in Section 7.02.

Custodian’s Indemnification. The Servicer Servicer, as custodian custodian, shall indemnify the TrustIssuer, the Owner Trustee, Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses of any kind whatsoever that may be imposed on, incurred by incurred, or asserted against the TrustIssuer, the Owner Trustee, Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicer; provided, however, that the Servicer shall not be liable (i) to the Issuer for any portion of any such amount resulting from the willful misfeasance, bad faith, or negligence of the Indenture Trustee, the Owner Trustee or the Issuer, (ii) to the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith faith, or negligence of the Owner Indenture Trustee, the Owner Trustee or the Issuer and the Servicer shall not be liable (iii) to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith faith, or negligence of the Indenture Trustee, the Owner Trustee or the Issuer.

Custodian’s Indemnification. The Servicer as custodian shall indemnify the Trust, the Owner Trustee, Trustee and the Indenture Trustee and each of their respective officers, directors, employees directors and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, Trustee or the Indenture Trustee or any of their respective officers, directors, employees directors and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicer; provided, however, that the Servicer shall not be liable to the Trust or the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Owner Trustee, Trustee and the Servicer shall not be liable to the Trust or the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Trustee.

Custodian’s Indemnification. The Servicer as custodian shall indemnify the TrustIssuer, the Owner Trustee, Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses of any kind whatsoever that may be imposed on, incurred by incurred, or asserted against the TrustIssuer, the Owner Trustee, Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicer; provided, however, that the Servicer shall not be liable (i) to the Issuer for any portion of any such amount resulting from the willful misfeasance, bad faith, or negligence of the Indenture Trustee, the Owner Trustee or the Issuer, (ii) to the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith faith, or negligence of the Owner Indenture Trustee, the Owner Trustee or the Issuer and the Servicer shall not be liable (iii) to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith faith, or negligence of the Indenture Trustee, the Owner Trustee or the Issuer.

Custodian’s Indemnification. The Servicer as custodian shall indemnify the Trust, the Owner Trustee, and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicer; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Trustee.

Custodian’s Indemnification. The Servicer Servicer, as custodian custodian, shall indemnify the TrustIssuer, the Owner Trustee, Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever (including reasonable attorneys’ fees and expenses) that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, or the Indenture Trustee or any of their respective officers, directors, employees and agents them as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, Files including any legal fees and expenses incurred in connection with the cost enforcement by any such Person of defending any claim or bringing any claim to enforce such indemnification or other obligations obligation of the ServicerServicer as custodian; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Trustee. Any indemnity claimed under this Section 3.03 shall be subject to the procedures described in Section 7.02.

Custodian’s Indemnification. The Servicer as custodian shall will indemnify the TrustIssuer, the Owner Trustee, Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses of any kind whatsoever that may be imposed on, incurred by incurred, or asserted against the TrustIssuer, the Owner Trustee, Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicer; provided, however, that the Servicer shall will not be liable (i) to the Issuer for any portion of any such amount resulting from the willful misfeasance, bad faith, or negligence of the Indenture Trustee, the Owner Trustee or the Issuer, (ii) to the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith faith, or negligence of the Owner Indenture Trustee, the Owner Trustee or the Issuer and the Servicer shall not be liable (iii) to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith faith, or negligence of the Indenture Trustee, the Owner Trustee or the Issuer.

Custodian’s Indemnification. The Servicer as custodian shall indemnify the TrustIssuer, the Owner Trustee, Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, or the Indenture Trustee or any of their respective officers, directors, employees and agents them as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, Files in accordance with the cost terms of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicerthis Agreement; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or gross negligence of the Owner Trustee, Trustee and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Trustee.

Custodian’s Indemnification. The Servicer as custodian shall indemnify the Trust, the Owner Trustee, Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody of the Receivable Files by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicerthereof; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Trustee.

Custodian’s Indemnification. The Servicer as custodian shall indemnify the TrustIssuer, the Owner Trustee, Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, or the Indenture Trustee or any of their respective officers, directors, employees and agents them as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, Files in accordance with the cost terms of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicerthis Agreement; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Owner Trustee, Trustee or Indenture Trustee and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Trustee or Owner Trustee.

Custodian’s Indemnification. The Servicer as custodian shall indemnify the Trust, the Owner Trustee, the Backup Servicer and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, the Backup Servicer or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicer; provided, however, that the Servicer shall not be liable (a) to the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Owner Trustee, and (b) to the Backup Servicer shall not be liable for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Backup Servicer, or (c) to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Trustee.

Custodian’s Indemnification. The Master Servicer as custodian shall indemnify the Trust, the Owner Trustee, and the Indenture Trustee and each of their respective officers, directors, employees and agents pay for any and all liabilitiesloss, obligationsliability or expense, lossesincluding reasonable attorney's fees, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the TrustIssuer, the Owner Trustee, Eligible Lender Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Master Servicer (or any Sub-Servicer) as custodian of the Receivable FilesFinanced Student Loan Files where the final determination that any such improper act or omission by the Master Servicer resulted in such loss, includingliability or expense is established by a court of law, but not limited to, by an arbitrator or by way of settlement agreed to by the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Master Servicer; providedPROVIDED, howeverHOWEVER, that the Master Servicer shall not be liable to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Owner Trustee, Eligible Lender Trustee and the Master Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Trustee.

Custodian’s Indemnification. The Servicer as custodian --------------------------- shall indemnify the Trust, the Owner Trustee, Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicer; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Trustee.

Custodian’s Indemnification. The Servicer as custodian shall indemnify the TrustIssuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, or the Indenture Trustee or any of their respective officers, directors, employees and agents them as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, Files in accordance with the cost terms of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicerthis Agreement; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or gross negligence of the Owner Trustee, the Servicer shall not be liable to the Delaware Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Delaware Trustee and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Trustee.

Custodian’s Indemnification. The Servicer as custodian shall indemnify the TrustIssuer, the Owner Trustee, Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses of any kind whatsoever that may be imposed on, incurred by incurred, or asserted against the TrustIssuer, the Owner Trustee, Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicer; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith faith, or negligence of the Indenture Trustee or the Owner Trustee, Trustee and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith faith, or negligence of the Indenture Trustee or the Owner Trustee.

Custodian’s Indemnification. The Servicer as custodian shall indemnify the Trust, the Owner Trustee, Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act Servicer’s as custodian negligence or omission willful misconduct in any way relating to the maintenance and custody of the Receivable Files by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicerthereof; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Owner Trustee, Trustee and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Trustee.

Custodian’s Indemnification. The Servicer as custodian shall --------------------------- indemnify the Trust, the Owner Trustee, Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody of the Receivable Files by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicerthereof; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Trustee.

Custodian’s Indemnification. The Servicer as custodian --------------------------- shall indemnify the Trust, the Owner Trustee, the Delaware Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, the Delaware Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicer; provided, however, that the Servicer shall not be liable to the Owner Trustee or the Delaware Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Owner Trustee or the Delaware Trustee, respectively, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Trustee.

Custodian’s Indemnification. The Master Servicer as custodian shall indemnify the Trust, the Owner Trustee, and the Indenture Trustee and each of their respective officers, directors, employees and agents pay for any and all liabilitiesloss, obligationsliability or expense, lossesincluding reasonable attorney's fees, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the TrustIssuer, the Owner Eligible Lender Trustee, the Securities Insurer or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Master Servicer (or any Sub-Servicer) as custodian of the Receivable FilesFinanced Student Loan Files where the final determination that any such improper act or omission by the Master Servicer resulted in such loss, includingliability or expense is established by a court of law, but not limited to, by an arbitrator or by way of settlement agreed to by the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Master Servicer; providedPROVIDED, howeverHOWEVER, that the Master Servicer shall not be liable to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Owner Trustee, Eligible Lender Trustee and the Master Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Trustee.