Common use of Liability of Administrator Clause in Contracts

Liability of Administrator. (a) The Administrator shall indemnify each of the Mortgages Trustee and the Beneficiaries on demand on an after-tax basis for any loss, liability, claim, expense or damage suffered or incurred by either of them in respect of the negligence or wilful default of the Administrator in carrying out its functions as Administrator under this Agreement or the other Transaction Documents or as a result of a breach by the Administrator of the terms and provisions of this Agreement or the other Transaction Documents in relation to such functions. (b) For the avoidance of doubt, the Administrator shall not be liable in respect of any loss, liability, claim, expense or damage suffered or incurred by the Mortgages Trustee and/or the Beneficiaries and/or any other person as a result of the proper performance of the Services by the Administrator save where such loss, liability, claim, expense or damage is suffered or incurred as a result of any negligence or wilful default of the Administrator or as a result of a breach by the Administrator of the terms and provisions of this Agreement or the other Transaction Documents in relation to such functions. (c) Any indemnification under this Clause 3.4 in respect of loss suffered by the Beneficiaries shall be paid for by reducing the Seller Share of the Trust Property by an amount equal to the relevant loss incurred by the Beneficiaries in accordance with Clause 8.5 (Adjustments to Trust Property) of the Mortgages Trust Deed and Schedule 2 to the Cash Management Agreement.

Liability of Administrator. (a) The Administrator shall indemnify each of the Mortgages Trustee and the Beneficiaries on demand on an after-tax basis for any loss, liability, claim, expense or damage suffered or incurred by either of them in respect of the negligence or wilful default of the Administrator in carrying out its functions as Administrator under this Agreement or the other Transaction Documents or as a result of a breach by the Administrator of the terms and provisions of this Agreement or the other Transaction Documents in relation to such functions. (b) For the avoidance of doubt, the Administrator shall not be liable in respect of any loss, liability, claim, expense or damage suffered or incurred by the Mortgages Trustee and/or the Beneficiaries and/or any other person as a result of the proper performance of the Services by the Administrator save where such loss, liability, claim, expense or damage is suffered or incurred as a result of any negligence or wilful default of the Administrator or as a result of a breach by the Administrator of the terms and provisions of this Agreement or the other Transaction Documents in relation to such functions. (c) Any indemnification under this Clause 3.4 in respect of loss suffered by the Beneficiaries shall be paid for by reducing the Seller Share of the Trust Property by an amount equal to the relevant loss incurred by the Beneficiaries in accordance with Clause 8.5 8.4 (Adjustments to Trust Property) of the Mortgages Trust Deed and Schedule 2 to the Cash Management Agreement.