Common use of Indemnification of Owner Trustee by Master Servicer Clause in Contracts

Indemnification of Owner Trustee by Master Servicer. The Owner Trustee and its successors, assigns, agents and servants (collectively the "Indemnified Parties") shall be indemnified, defended and held harmless by the Master Servicer for any liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable attorney's fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") that may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of the Basic Documents, the Trust Estate or the administration of the Trust Estate or the action or inaction of the Owner Trustee, provided that: (a) The Master Servicer shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's negligence with respect to the handling of funds, or gross negligence with respect to any other acts, willful misconduct or bad faith, or as a result of any inaccuracy of an express representation or warranty contained in Section 6.03 of the Trust Agreement; (b) With respect to any such claim, the Indemnified Party shall have given the Master Servicer written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) While maintaining control over its own defense, the Indemnified Party shall cooperate and consult fully with the Master Servicer in preparing such defense; (d) Notwithstanding anything to the contrary, the Master Servicer shall not be liable for the settlement of any claim by an Indemnified Party entered into without the prior written consent of the Master Servicer. No termination of this Agreement shall affect the obligation created by this Section of the Master Servicer to indemnify the Owner Trustee and the Indemnified Parties under the conditions and to the extent set forth herein.

Indemnification of Owner Trustee by Master Servicer. The Owner Trustee and its successors, assigns, agents and servants (collectively the "“Indemnified Parties"”) shall be indemnified, defended and held harmless by the Master Servicer for any liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable attorney's ’s fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) that may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of the Basic Documents, the Trust Estate or the administration of the Trust Estate or the action or inaction of the Owner Trustee, provided that: (a) The Master Servicer shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's ’s negligence with respect to the handling of funds, or gross negligence with respect to any other acts, willful misconduct or bad faith, or as a result of any inaccuracy of an express representation or warranty contained in Section 6.03 of the Trust Agreement; (b) With respect to any such claim, the Indemnified Party shall have given the Master Servicer written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) While maintaining control over its own defense, the Indemnified Party shall cooperate and consult fully with the Master Servicer in preparing such defense; (d) Notwithstanding anything to the contrary, the Master Servicer shall not be liable for the settlement of any claim by an Indemnified Party entered into without the prior written consent of the Master Servicer. No termination of this Agreement shall affect the obligation created by this Section of the Master Servicer to indemnify the Owner Trustee and the Indemnified Parties under the conditions and to the extent set forth herein.

Indemnification of Owner Trustee by Master Servicer. The Owner Trustee and its successors, assigns, agents and servants (collectively the "“Indemnified Parties"”) shall be indemnified, defended and held harmless by the Master Servicer for any liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable attorney's ’s fees and expenses) of any kind and nature whatsoever (collectively, "“Expenses"”) that may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of the Basic Documents, the Trust Estate or the administration of the Trust Estate or the action or inaction of the Owner Trustee, provided that: (a) The Master Servicer shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's negligence with respect to the handling of funds, or gross negligence with respect to any other acts, willful misconduct or bad faith, or as a result of any inaccuracy of an express representation or warranty contained in Section 6.03 of the Trust Agreement; (b) With respect to any such claim, the Indemnified Party shall have given the Master Servicer written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) While maintaining control over its own defense, the Indemnified Party shall cooperate and consult fully with the Master Servicer in preparing such defense; (d) Notwithstanding anything to the contrary, the Master Servicer shall not be liable for the settlement of any claim by an Indemnified Party entered into without the prior written consent of the Master Servicer. No termination of this Agreement shall affect the obligation created by this Section of the Master Servicer to indemnify the Owner Trustee and the Indemnified Parties under the conditions and to the extent set forth herein.

Indemnification of Owner Trustee by Master Servicer. The Owner Trustee and its successors, assigns, agents and servants (collectively the "Indemnified Parties") shall be indemnified, defended and held harmless by the Master Servicer for any liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable attorney's fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") that may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of the Basic Documents, the Trust Estate or the administration of the Trust Estate or the action or inaction of the Owner Trustee, provided that: (a) The Master Servicer shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Owner Trustee's gross negligence with respect to the handling of funds, or gross negligence with respect to any other acts, willful misconduct misconduct, negligence or bad faith, or as a result of any inaccuracy of an express representation or warranty contained in Section 6.03 of the Trust Agreement; (b) With respect to any such claim, the Indemnified Party shall have given the Master Servicer written notice thereof promptly after the Indemnified Party shall have actual knowledge thereof; (c) While maintaining control over its own defense, the Indemnified Party shall cooperate and consult fully with the Master Servicer in preparing such defense; (d) Notwithstanding anything to the contrary, the Master Servicer shall not be liable for the settlement of any claim by an Indemnified Party entered into without the prior written consent of the Master Servicer. No termination of this Agreement shall affect the obligation created by this Section of the Master Servicer to indemnify the Owner Trustee and the Indemnified Parties under the conditions and to the extent set forth herein.