Common use of Indemnification of the Trust and the Trustee Clause in Contracts

Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust, for the benefit of the Certificateholders, and the Trustee, including its officers, directors and employees from and against any loss, liability, expense, damage or injury arising out of or relating to any claims, actions or proceedings brought or asserted by third parties which are suffered or sustained by reason of any acts or omissions of the Servicer pursuant to this Agreement or any Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trust, the Trustee or its officers, directors or employees or the Investor Certificateholders for any liability, cost or expense of the Trust or the Trustee or its officers, directors or employees if any such claims, actions or proceedings relate to any action taken by the Trustee at the request of the Investor Certificateholders or any Federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Trustee or the Investor Certificateholders in connection herewith to any taxing authority. Subject to Sections 7.01 and 7.04 and subsection 10.02(b) of the Agreement, any indemnification pursuant to this Section shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the termination of the Agreement and payment in full of the certificates.

Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust, for the benefit of the Certificateholders, and the Trustee, including its officers, directors and employees from and against any loss, liability, expense, damage or injury arising out of or relating to any claims, actions or proceedings brought or asserted by third parties which are suffered or sustained by reason the administration of any acts or omissions of the Servicer pursuant to this Agreement or any Supplement and the performance of the Trustee's duties hereunder and under any Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify against any loss, liability, expense or injury incurred by the Trustee through the Trustee's own negligence or wilful misconduct; provided, further, that the Servicer shall not indemnify the Trust, the Trustee or its officers, directors or employees or the Investor Certificateholders for any liability, cost or expense of the Trust or the Trustee or its officers, directors or employees if any such claims, actions or proceedings relate to any action taken by the Trustee at the request of the Investor Certificateholders or any Federalfederal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Trustee or the Investor Certificateholders in connection herewith to any taxing authority. The Servicer hereby agrees to indemnify The Fuji Bank and Trust Company in its individual capacity for any such tax liabilities, costs or expenses arising in connection with the performance of its obligations under this Agreement. Subject to Sections 7.01 7.1 and 7.04 7.4 and subsection 10.02(bSection 10.2(b) of the this Agreement, any indemnification pursuant to this Section shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the termination of the this Agreement and payment in full of the certificatesCertificates.