Common use of Custodian’s Indemnification Clause in Contracts

Custodian’s Indemnification. The Master Servicer, as custodian, shall indemnify the Trust, the Owner Trustee and the Indenture Trustee and each of their 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 officers, directors, employees or agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian of the Receivable Files; provided, however, that the Master Servicer shall not be liable to the Trust, the Owner Trustee, the Indenture Trustee or any such officer, director, employee or agent of the Trust, the Owner Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee or the Indenture Trustee, as the case may be, or any such officer, director, employee or agent of the Trust, the Owner Trustee or the Indenture Trustee, as the case may be. Indemnification under this Section shall survive the resignation or removal of the Master Servicer or the termination of this Agreement with respect to acts or omissions of such Master Servicer preceding such resignation or removal and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Custodian’s Indemnification. The Master Servicer, Servicer as custodian, custodian shall indemnify and hold harmless the Trust, the Owner Trustee and the Indenture Trustee and each of their officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs, 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 officers, directors, employees or and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian of the Receivable FilesFiles where the final determination that any such improper act or omission by the Servicer resulted in such liability, obligation, loss, damage, payment, cost or expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer; provided, however, that the Master Servicer shall not be liable to the Trust, Trust or the Owner Trustee, the Indenture Trustee or any such officer, director, employee or agent of the Trust, the Owner Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee and the Servicer shall not be liable to the Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, as . This provision shall not be considered to limit the case may be, Servicer's or any such officerother party's rights, directorobligations, employee liabilities, claims or agent defenses which arise as a matter of the Trust, the Owner Trustee law or the Indenture Trustee, as the case may be. Indemnification under this Section shall survive the resignation or removal of the Master Servicer or the termination pursuant to any other provision of this Agreement with respect to acts or omissions of such Master Servicer preceding such resignation or removal and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interestAgreement.

Custodian’s Indemnification. The Master Servicer, as custodian, shall indemnify the Trust, the Owner Trustee and the Indenture Trustee and each of their 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 officers, directors, employees or agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian of the Receivable Files; provided, however, that the Master Servicer shall not be liable to the Trust, the Owner Trustee, the Indenture Trustee or any such officer, director, employee or agent of the Trust, the Owner Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee or the Indenture Trustee, as the case may be, or any such officer, director, employee or agent of the Trust, the Owner Trustee or the Indenture Trustee, as the case may be. Indemnification under this Section shall survive the resignation or removal of the Master Servicer or the termination of this Agreement with respect to acts or omissions of such Master Servicer preceding such resignation or removal and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Custodian’s Indemnification. The Master Servicer, Servicer as custodian, custodian shall indemnify the Trust, the Owner Trustee and the Indenture Trustee and each of their 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 or the Indenture Trustee or any of their officers, directors, employees or 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, liability or expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer; provided, however, that the Master Servicer shall not be liable to the Trust, the Owner Trustee, the Indenture Eligible Lender Trustee or for any portion of any such officeramount resulting from the willful misfeasance, director, employee bad faith or agent negligence of the Trust, Eligible Lender Trustee and the Owner Trustee or Master Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Indenture Trustee. The obligation of the Master Servicer to indemnify the Issuer, the Eligible Lender Trustee or the Indenture Trustee, as the case may be, or any such officerof their officers, directordirectors, employee or agent of the Trustemployees and agent, the Owner Trustee or the Indenture Trustee, as the case may be. Indemnification under this Section 3.06 shall survive the resignation or removal of the Master Servicer or the termination of this Agreement with respect to acts or omissions of such Master Servicer preceding such resignation or removal and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Custodian’s Indemnification. The Each Master Servicer, as custodian, shall indemnify the Trust, the Owner Trustee and the Indenture Trustee and each of their officers, directors, employees and agents pay from its own funds for any and all liabilitiesloss, obligationsliability or expense, lossesincluding reasonable attorneys' 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, the Surety Provider or the Indenture Trustee or any of their officers, directors, employees or and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the such Master Servicer as custodian of the Receivable FilesFinanced Student Loan Files held by it under this Agreement where the final determination that any such improper act or omission by such Master Servicer resulted in such loss, liability or expense is established by a court of law, by an arbitrator or by way of settlement agreed to by such Master Servicer; providedPROVIDED, however, that the such Master Servicer shall not be liable to the Trust, the Owner Trustee, the Indenture Trustee or any such officer, director, employee or agent of the Trust, the Owner Trustee or the Indenture Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Eligible Lender Trustee and such Master Servicer shall not be liable to the Indenture Trustee or the Indenture TrusteeSurety Provider, as the case may be, or for any portion of any such officeramount resulting from the willful misfeasance, director, employee bad faith or agent negligence of the Trust, the Owner Indenture Trustee or the Indenture TrusteeSurety Provider, as the case may be. Indemnification under this Section This provision shall survive the resignation not be construed to limit a Master Servicer's or removal any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of the Master Servicer law or the termination pursuant to any other provision of this Agreement with respect to acts or omissions of such Master Servicer preceding such resignation or removal and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interestAgreement.

Custodian’s Indemnification. The Master Servicer, as custodian, shall indemnify the Trust, the Owner Trustee and the Indenture Trustee and each of their officers, directors, employees and agents pay from its own funds for any and all liabilitiesloss, obligationsliability or expense, lossesincluding reasonable attorneys' 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, the Surety Provider or the Indenture Trustee or any of their officers, directors, employees or and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Master 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, liability or expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer; providedPROVIDED, howeverHOWEVER, that the Master Servicer shall not be liable to the Trust, the Owner Trustee, the Indenture Trustee or any such officer, director, employee or agent of the Trust, the Owner Trustee or the Indenture Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Eligible Lender Trustee and the Master Servicer shall not be liable to the Indenture Trustee or the Indenture TrusteeSurety Provider, as the case may be, or for any portion of any such officeramount resulting from the willful misfeasance, director, employee bad faith or agent negligence of the Trust, the Owner Indenture Trustee or the Indenture TrusteeSurety Provider, as the case may be. Indemnification under this Section This provision shall survive the resignation or removal of the Master Servicer or the termination of this Agreement with respect not be construed to acts or omissions of such Master Servicer preceding such resignation or removal and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to limit the Master Servicer's or any other party's rights, without interestobligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement.

Custodian’s Indemnification. (a) The Master Servicer, as custodian, Custodian shall indemnify the TrustIssuer, the Owner Trustee and the Indenture Trustee Trustees, any Backup Servicer 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 or asserted against the Trust, the Owner Trustee or the Indenture Trustee or any of their officers, directors, employees or agents them as the result of any improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian Custodian of the Receivable Files; provided, however, that the Master Servicer Custodian shall not be so liable to the Trust, the Owner Trustee, the Indenture Trustee or any such officer, director, employee or agent of the Trust, the Owner Trustee or the Indenture Trustee for any portion of any such amount resulting from (i) actions taken by the Custodian pursuant to instructions as provided in Section 3.06, (ii) release and delivery of documents by the Custodian as provided in Section 3.05(c) or (iii) the willful misfeasance, bad faith or gross negligence of the Owner Trustee or the Indenture Trustee, as the case may beany such Person listed above, or any such officer, director, employee or agent of the Trust, the Owner Trustee or the Indenture Trustee, as the case may be. such Person. (b) Indemnification under this Section shall survive the resignation or removal of the Master Servicer Custodian or the termination of this Agreement with respect to acts or omissions of such Master Servicer the Custodian preceding such resignation or removal or termination and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer Custodian shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interestCustodian.

Custodian’s Indemnification. The Master Servicer, Servicer as custodian, custodian shall indemnify the Trust, the Owner Trustee and the Indenture Trustee and each of their 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 or the Indenture Trustee or any of their officers, directors, employees or 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 or the Custodian) 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, liability or expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer; provided, however, that the Master Servicer shall not be liable to the Trust, the Owner Trustee, the Indenture Eligible Lender Trustee or for any portion of any such officeramount resulting from the willful misfeasance, director, employee bad faith or agent negligence of the Trust, Eligible Lender Trustee and the Owner Trustee or Master Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Indenture Trustee. The obligation of the Master Servicer to indemnify the Issuer, the Eligible Lender Trustee or the Indenture Trustee, as the case may be, or any such officerof their officers, directordirectors, employee or agent of the Trustemployees and agent, the Owner Trustee or the Indenture Trustee, as the case may be. Indemnification under this Section 3.06 shall survive the resignation or removal of the Master Servicer or the termination of this Agreement with respect to acts or omissions of such Master Servicer preceding such resignation or removal and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Custodian’s Indemnification. (a) The Master Servicer, as custodian, Custodian shall indemnify the TrustIssuer, the Owner Trustee and the Indenture Trustee Trustees, any Backup Servicer 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 or asserted against the Trust, the Owner Trustee or the Indenture Trustee or any of their officers, directors, employees or agents them as the result of any improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian Custodian of the Receivable Files; provided, however, that the Master Servicer Custodian shall not be so liable to the Trust, the Owner Trustee, the Indenture Trustee or any such officer, director, employee or agent of the Trust, the Owner Trustee or the Indenture Trustee for any portion of any such amount resulting from (i) actions taken by the Custodian pursuant to instructions as provided in Section 3.07, (ii) release and delivery of documents by the Custodian as provided in Section 3.06(c) or (iii) the willful misfeasance, bad faith or gross negligence of the Owner Trustee or the Indenture Trustee, as the case may beany such Person listed above, or any such officer, director, employee or agent of the Trust, the Owner Trustee or the Indenture Trustee, as the case may be. such Person. (b) Indemnification under this Section shall survive the resignation or removal of the Master Servicer Custodian or the termination of this Agreement with respect to acts or omissions of such Master Servicer the Custodian preceding such resignation or removal or termination and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer Custodian shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interestCustodian.

Custodian’s Indemnification. The Master Servicer, as custodian, shall indemnify the Trust, the Owner Trustee and the Indenture Trustee and each of their 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 officers, directors, employees or agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian of the Receivable Files; providedPROVIDED, howeverHOWEVER, that the Master Servicer shall not be liable to the Trust, the Owner Trustee, the Indenture Trustee or any such officer, director, employee or agent of the Trust, the Owner Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee or the Indenture Trustee, as the case may be, or any such officer, director, employee or agent of the Trust, the Owner Trustee or the Indenture Trustee, as the case may be. Indemnification under this Section shall survive the resignation or removal of the Master Servicer or the termination of this Agreement with respect to acts or omissions of such Master Servicer preceding such resignation or removal and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.

Custodian’s Indemnification. The Master Servicer, as custodian, shall indemnify the Trust, the Owner Trustee and the Indenture Trustee and each of their 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 officers, directors, employees or agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian of the Receivable Files; provided, however, that the Master Servicer shall not be liable to the Trust, the Owner Trustee, the Indenture Trustee or any such officer, director, employee or agent of the Trust, the Owner Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee or the Indenture Trustee, as the case may be, or any such officer, director, employee or agent of the Trust, the Owner Trustee or the Indenture Trustee, as the case may be. Indemnification under this Section shall survive the resignation or removal of the Master Servicer or the termination of this Agreement with respect to acts or omissions of such Master Servicer preceding such resignation or removal and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Master Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Master Servicer, without interest.