Common use of Custodian’s Indemnification Clause in Contracts

Custodian’s Indemnification. Subject to Section 6.2, the Servicer as custodian will indemnify the Issuer and the Indenture Trustee for any and all liabilities, obligations, losses, compensatory damages, payments, costs, or expenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer or the Indenture Trustee 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 or the enforcement of the Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer as custodian will not be liable (i) to the Indenture Trustee or the Issuer for any portion of any such amount resulting from the willful misconduct, bad faith or negligence of the Indenture Trustee or the Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the failure of the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of this Section 2.2(f) shall survive the termination or assignment of this Agreement and the resignation or removal of the Indenture Trustee or Servicer, in its capacity as custodian. Any amount payable to the Indenture Trustee pursuant to this Section 2.2(f), to the extent not paid by the Servicer, shall be paid by the Issuer in accordance with Section 4.4 of this Agreement or Section 5.4(b) of the Indenture, as applicable.

Custodian’s Indemnification. Subject to Section 6.2(a) The Custodian shall indemnify the Issuer, the Trustees, any Backup Servicer as custodian will indemnify the Issuer and the Indenture Trustee each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs, costs or expenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer or the Indenture Trustee them as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian Custodian of the Receivable Files Files, including legal fees and expenses incurred in connection with any action or suit brought by the enforcement Trustees to enforce any indemnification or other obligation of the Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction DocumentsCustodian; provided, however, that the Servicer as custodian will Custodian shall not be so liable (i) to the Indenture Trustee or the Issuer 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 misconductmisfeasance, bad faith or gross negligence of the Indenture Trustee or the Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the failure Person listed above, or any such officer, director, employee or agent of the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of such Person. (b) Indemnification under this Section 2.2(f) shall survive the termination or assignment of this Agreement and the resignation or removal of the Indenture Trustee Custodian or Servicer, in its capacity as custodianthe termination of this Agreement with respect to acts or omissions of the Custodian preceding such resignation or removal or termination and shall include reasonable fees and expenses of counsel and expenses of litigation. Any amount payable to If the Indenture Trustee Custodian shall have made any indemnity payments pursuant to this Section 2.2(f)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 extent not paid by the Servicer, shall be paid by the Issuer in accordance with Section 4.4 of this Agreement or Section 5.4(b) of the Indenture, as applicableCustodian.

Custodian’s Indemnification. Subject to Section 6.2(a) The Custodian shall indemnify the Issuer, the Owner Trustee, the Backup Servicer as custodian will indemnify the Issuer 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 (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer Issuer, the Owner Trustee, the Backup Servicer 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 Servicer as custodian Custodian of the Receivable Files or the enforcement of the Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction DocumentsFiles; provided, however, that the Servicer as custodian will Custodian shall not be liable (i) to the Issuer, the Owner Trustee, the Backup Servicer the Indenture Trustee or the Issuer for any portion of any such amount resulting from the willful misconductofficer, bad faith director, employee or negligence agent of the Indenture Trustee or the Issuer, respectivelythe Owner Trustee, the Backup Servicer or (ii) to the Indenture Trustee for any portion of any such amount resulting from (i) actions taken by the failure of the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee Custodian pursuant to instructions as provided in Section 2.2(d). The provisions 3.06, or (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 such Person listed above, or any such officer, director, employee or agent of such Person. (b) Indemnification under this Section 2.2(f) 3.07 shall survive the termination or assignment of this Agreement and the resignation or removal of the Indenture Trustee Custodian or Servicer, in its capacity as custodianthe termination of this Agreement with respect to acts or omissions of the Custodian preceding such resignation or removal or termination and shall include reasonable fees and expenses of counsel and expenses of litigation. Any amount payable to If the Indenture Trustee Custodian shall have made any indemnity payments pursuant to this Section 2.2(f)3.07 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 extent not paid by the Servicer, shall be paid by the Issuer in accordance with Section 4.4 of this Agreement or Section 5.4(b) of the Indenture, as applicableCustodian.

Custodian’s Indemnification. Subject to Section 6.2(a) The Custodian shall indemnify the Issuer, the Servicer as custodian will indemnify the Issuer and Owner Trustee, the Indenture Trustee Trustee, 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 (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer or Issuer, the Owner Trustee, the Indenture Trustee Trustee, any Backup Servicer or any of their respective 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 Servicer as custodian Custodian of the Receivable Files or the enforcement of the Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction DocumentsFiles; provided, however, that the Servicer as custodian will Custodian shall not be liable (i) to the Issuer, the Owner Trustee, the Indenture Trustee Trustee, any Backup Servicer or the Issuer any of their respective officers, directors, employees or agents for any portion of any such amount resulting from (i) actions taken by the willful misconduct, bad faith or negligence of the Indenture Trustee or the Issuer, respectivelyCustodian pursuant to instructions as provided in Section 3.06, or (ii) to release and delivery of documents by the Indenture Trustee for any portion Custodian as provided in Section 3.05(c) or (iii) the willful misfeasance, bad faith or gross negligence of such Person listed above, or any such amount resulting from the failure officer, director, employee or agent of the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of such Person. (b) Indemnification under this Section 2.2(f) 3.07 shall survive the termination or assignment of this Agreement and the resignation or removal of the Indenture Trustee Custodian or Servicer, in its capacity as custodianthe termination of this Agreement with respect to acts or omissions of the Custodian preceding such resignation or removal or termination and shall include reasonable fees and expenses of counsel and expenses of litigation. Any amount payable to If the Indenture Trustee Custodian shall have made any indemnity payments pursuant to this Section 2.2(f)3.07 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 extent not paid by the Servicer, shall be paid by the Issuer in accordance with Section 4.4 of this Agreement or Section 5.4(b) of the Indenture, as applicableCustodian.

Custodian’s Indemnification. Subject to Section 6.2(a) The Custodian shall indemnify the Issuer, the Servicer as custodian will indemnify Owner Trustee, [the Issuer Backup Servicer] 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 (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer Issuer, the Owner Trustee, [the Backup Servicer] 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 Servicer as custodian Custodian of the Receivable Files or the enforcement of the Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction DocumentsFiles; provided, however, that the Servicer as custodian will Custodian shall not be liable (i) to the Issuer, the Owner Trustee, [the Backup Servicer,] the Indenture Trustee or the Issuer for any portion of any such amount resulting from the willful misconductofficer, bad faith director, employee or negligence agent of the Indenture Trustee or the Issuer, respectivelythe Owner Trustee, [the Backup Servicer] or (ii) to the Indenture Trustee for any portion of any such amount resulting from (i) actions taken by the failure of the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee Custodian pursuant to instructions as provided in Section 2.2(d). The provisions 3.06, or (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 such Person listed above, or any such officer, director, employee or agent of such Person. (b) Indemnification under this Section 2.2(f) 3.07 shall survive the termination or assignment of this Agreement and the resignation or removal of the Indenture Trustee Custodian or Servicer, in its capacity as custodianthe termination of this Agreement with respect to acts or omissions of the Custodian preceding such resignation or removal or termination and shall include reasonable fees and expenses of counsel and expenses of litigation. Any amount payable to If the Indenture Trustee Custodian shall have made any indemnity payments pursuant to this Section 2.2(f)3.07 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 extent not paid by the Servicer, shall be paid by the Issuer in accordance with Section 4.4 of this Agreement or Section 5.4(b) of the Indenture, as applicableCustodian.

Custodian’s Indemnification. Subject to Section 6.2, the The Master Servicer as custodian will indemnify the Issuer and the Indenture Trustee shall pay for any and all liabilitiesloss, obligationsliability or expense, losses, compensatory damages, payments, costs, or expenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defenseattorney's fees, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer Issuer, the Eligible Lender Trustee, the Securities Insurer or the Indenture Trustee or any of their 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 or the Custodian) as custodian of the Receivable Financed Student Loan Files where the final determination that any such improper act or omission by the enforcement 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 Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction DocumentsMaster Servicer; provided, however, that the Master Servicer as custodian will shall not be liable (i) to the Indenture Eligible Lender Trustee or the Issuer for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Eligible Lender Trustee or and the Issuer, respectively, or (ii) Master Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the failure willful misfeasance, bad faith or negligence of the Indenture Trustee. The obligation of the Master Servicer to indemnify the Issuer, the Indenture Eligible Lender Trustee’s agent , the Securities Insurer or the Indenture Trustee’s designee to handle with reasonable care , or any Certificate of Title or other document released to the Indenture Trusteetheir officers, the Indenture Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of directors, employees and agent, under this Section 2.2(f) 3.06 shall survive the termination or assignment of this Agreement and Agreement. If the resignation or removal of the Indenture Trustee or Servicer, in its capacity as custodian. Any amount payable to the Indenture Trustee Master Servicer shall have made any payments pursuant to this Section 2.2(f)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 extent not paid by the Master Servicer, shall be paid by the Issuer in accordance with Section 4.4 of this Agreement or Section 5.4(b) of the Indenture, as applicablewithout interest.

Custodian’s Indemnification. Subject to Section 6.2, the The Master Servicer as custodian will indemnify the Issuer and the Indenture Trustee shall pay for any and all liabilitiesloss, obligationsliability or expense, losses, compensatory damages, payments, costs, or expenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defenseattorney’s fees, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer Issuer, the Eligible Lender Trustee or the Indenture Trustee or any of their 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 Subservicer) as custodian of the Receivable Financed Student Loan Files where the final determination that any such improper act or omission by the enforcement 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 Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction DocumentsMaster Servicer; provided, however, that the Master Servicer as custodian will shall not be liable (i) to the Indenture Eligible Lender Trustee or the Issuer for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Eligible Lender Trustee or and the Issuer, respectively, or (ii) Master Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the failure willful misfeasance, bad faith or negligence of the Indenture Trustee. The obligation of the Master Servicer to indemnify the Issuer, the Indenture Trustee’s agent Eligible Lender Trustee or the Indenture Trustee’s designee to handle with reasonable care , or any Certificate of Title or other document released to the Indenture Trusteetheir officers, the Indenture Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of directors, employees and agents, under this Section 2.2(f) 3.06 shall survive the termination or assignment of this Agreement and Agreement. If the resignation or removal of the Indenture Trustee or Servicer, in its capacity as custodian. Any amount payable to the Indenture Trustee Master Servicer shall have made any payments pursuant to this Section 2.2(f)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 extent not paid by the Master Servicer, shall be paid by the Issuer in accordance with Section 4.4 of this Agreement or Section 5.4(b) of the Indenture, as applicablewithout interest.

Custodian’s Indemnification. Subject to Section 6.25.2, the Servicer as custodian will indemnify the Issuer Issuer, the Grantor Trust and the Indenture Trustee and their officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs, costs or expenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying partyexpenses) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer Issuer, the Grantor Trust or the Indenture Trustee 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 those incurred in connection with any action, claim or suit brought to enforce the enforcement of the Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction Documentsright to indemnification; provided, however, that the Servicer as custodian will not be liable (i) to the Indenture Trustee Trustee, the Issuer or the Issuer Grantor Trust for any portion of any such amount resulting from the willful misconduct, bad faith or negligence of the Indenture Trustee or the Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the failure of the Indenture Trustee, the Indenture Trustee’s agent Issuer or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the Indenture TrusteeGrantor Trust, the Indenture Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d)respectively. The provisions of this Section 2.2(f2.1(f) shall survive the termination or assignment of this Agreement and the resignation or removal of the Indenture Trustee or Servicer, in its capacity as custodian. Any amount payable to the Indenture Trustee pursuant to this Section 2.2(f2.1(f), to the extent not paid by the Servicer, shall be paid by the Issuer in accordance with Section 4.4 of this Agreement or Section 5.4(b8.5(a) of the Indenture, as applicable.

Custodian’s Indemnification. Subject to Section 6.25.2, the Servicer as custodian will indemnify the Issuer and the Indenture Trustee for any and all liabilities, obligations, losses, compensatory damages, payments, costs, costs or expenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer or the Indenture Trustee 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 or the enforcement of the Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction DocumentsFiles; provided, however, that the Servicer as custodian will not be liable (i) to the Indenture Trustee or to the Issuer for any portion of any such amount resulting from the willful misconduct, bad faith or negligence of the Indenture Trustee or the Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the failure of the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d2.1(d). The provisions of this Section 2.2(f2.1(f) shall survive the termination or assignment of this Agreement and the resignation or removal of the Indenture Trustee or Servicer, in its capacity as custodian. Any amount payable to the Indenture Trustee pursuant to this Section 2.2(f2.1(f), to the extent not paid by the Servicer, shall be paid by the Issuer in accordance with Section 4.4 of this Agreement or Section 5.4(b8.5(a) of the Indenture, as applicable.

Custodian’s Indemnification. Subject to Section 6.2, the The Master Servicer as custodian will indemnify the Issuer and the Indenture Trustee shall pay for any and all liabilitiesloss, obligationsliability or expense, losses, compensatory damages, payments, costs, or expenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defenseattorney’s fees, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer Issuer, the Eligible Lender Trustee, the Securities Insurer or the Indenture Trustee or any of their 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 or the Custodian) as custodian of the Receivable Financed Student Loan Files where the final determination that any such improper act or omission by the enforcement 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 Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction DocumentsMaster Servicer; provided, however, that the Master Servicer as custodian will shall not be liable (i) to the Indenture Eligible Lender Trustee or the Issuer for any portion of any such amount resulting from the willful misconductmisfeasance, bad faith or negligence of the Indenture Eligible Lender Trustee or and the Issuer, respectively, or (ii) Master Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the failure willful misfeasance, bad faith or negligence of the Indenture Trustee. The obligation of the Master Servicer to indemnify the Issuer, the Indenture Eligible Lender Trustee’s agent , the Securities Insurer or the Indenture Trustee’s designee to handle with reasonable care , or any Certificate of Title or other document released to the Indenture Trusteetheir officers, the Indenture Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of directors, employees and agent, under this Section 2.2(f) 3.06 shall survive the termination or assignment of this Agreement and Agreement. If the resignation or removal of the Indenture Trustee or Servicer, in its capacity as custodian. Any amount payable to the Indenture Trustee Master Servicer shall have made any payments pursuant to this Section 2.2(f)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 extent not paid by the Master Servicer, shall be paid by the Issuer in accordance with Section 4.4 of this Agreement or Section 5.4(b) of the Indenture, as applicablewithout interest.