Common use of Liability of Administrator; Indemnities Clause in Contracts

Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement, the Supplemental Sale and Servicing Agreement or the Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Servicers, the holders of Certificates and the holders of Notes and any of the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Servicers from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement, the Supplemental Sale and Servicing Agreement or the Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Key Bank Usa National Association), Sale and Servicing Agreement (Key Bank Usa National Association)

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Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement, the Supplemental Sale and Servicing Agreement or the Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Depositor, the Delaware Trustee, the Securities Insurer, the Indenture Trustee, the ServicersMaster Servicer, the holders of Certificates and the holders of Notes and any of the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Securities Insurer, the Swap Counterparty, the Indenture Trustee and the Servicers Master Servicer from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement, the Supplemental Sale and Servicing Agreement or the Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Keycorp Student Loan Trust 2001-A)

Liability of Administrator; Indemnities. The Administrator shall --------------------------------------- be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement, the Supplemental Sale and Servicing Agreement or the Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the ServicersMaster Servicer, any Subservicer, the holders of Certificates Certificateholders and the holders of Notes Noteholders and any of the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee Trustee, the Master Servicer and the Servicers any Subservicer from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement, the Supplemental Sale and Servicing Agreement or the Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder.

Appears in 1 contract

Samples: Administration Agreement (Signet Bank Maryland)

Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement, the Supplemental Sale and Servicing Agreement or the Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the ServicersMaster Servicer, the holders of Certificates and the holders of Notes and any of the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Servicers Master Servicer from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement, the Supplemental Sale and Servicing Agreement or the Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Mellon Bank N A)

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Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement, the Supplemental Sale and Servicing Agreement or the Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the ServicersServicer, the holders of Certificates Subordinate Note Insurer, the Swap Counterparty and the holders of Notes Noteholders and any of the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee Trustee, the Subordinate Note Insurer and the Servicers Servicer from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement, the Supplemental Sale and Servicing Agreement or the Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder.

Appears in 1 contract

Samples: Administration Agreement (Usa Group Secondary Market Services Inc)

Liability of Administrator; Indemnities. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Agreement, the Supplemental Sale and Servicing Agreement or the Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee, the ServicersMaster Servicer, the holders of Certificates and the holders of Notes and any of the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee and the Servicers Master Servicer from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement, the Supplemental Sale and Servicing Agreement or the Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Key Bank Usa National Association)

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