Common use of Indemnification of the Trust by the Servicer Clause in Contracts

Indemnification of the Trust by the Servicer. The Servicer shall indemnify and hold harmless the Trust, the Owner Trustee and the Indenture Trustee from and against any loss, liability, expense, damage or injury suffered or sustained by reason of the Servicer's activities or omissions in servicing or administering the Mortgage Loans that are not in accordance with this Agreement or breach of representations and warranties made herein, including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and expenses and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim. Any such indemnification, including any amounts the Issuer shall cause the Servicer to pay pursuant to Section 6.7 of the Indenture, shall not be payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The provisions of this Section 5.06 shall survive termination of this Agreement.

Indemnification of the Trust by the Servicer. The Servicer shall indemnify and hold harmless the Trust, the Owner Indenture Trustee and the Indenture Trustee Insurer and its officers, directors, agents and employees from and against any loss, liability, expense, damage or injury suffered or sustained by reason of the Servicer's ’s willful misfeasance, bad faith or gross negligence in the performance of its activities or omissions in servicing or administering the Mortgage Loans that are not in accordance with pursuant to this Agreement or breach of representations and warranties made hereinAgreement, including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and expenses of, counsel of its selection and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claimclaim related to the Servicer’s misfeasance, bad faith or gross negligence. Any such indemnification, including any amounts the Issuer shall cause the Servicer to pay pursuant to Section 6.7 of the Indenture, indemnification shall not be payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The provisions of this Section 5.06 6.06 shall survive termination of this Agreementthe Agreement or the earlier of the resignation or removal of the Indenture Trustee.

Indemnification of the Trust by the Servicer. The Servicer shall indemnify and hold harmless the TrustOwner Trustee, the Owner Trustee Trust and the Indenture Trustee and its officers, directors, agents and employees from and against any loss, liability, expense, damage or injury suffered or sustained by reason of the Servicer's ’s willful misfeasance, bad faith or gross negligence in the performance of its activities or omissions in servicing or administering the Mortgage Loans that are not in accordance with pursuant to this Agreement or breach of representations and warranties made hereinAgreement, including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and expenses of, counsel of its selection and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claimclaim related to the Servicer’s misfeasance, bad faith or gross negligence. Any such indemnification, including any amounts the Issuer shall cause the Servicer to pay pursuant to Section 6.7 of the Indenture, indemnification shall not be payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The provisions of this Section 5.06 6.06 shall survive termination of this Agreementthe Agreement or the earlier of the resignation or removal of the Owner Trustee or the Indenture Trustee, as the case may be. In addition, the Servicer agrees to indemnify the Indenture Trustee pursuant to Section 6.7 of the Indenture.

Indemnification of the Trust by the Servicer. The Servicer shall indemnify and hold harmless the Trust, the Owner Indenture Trustee and the Indenture Trustee Insurer and its officers, directors, agents and employees from and against any loss, liability, expense, damage or injury suffered or sustained by reason of the Servicer's willful misfeasance, bad faith or gross negligence in the performance of its activities or omissions in servicing or administering the Mortgage Loans that are not in accordance with pursuant to this Agreement or breach of representations and warranties made hereinAgreement, including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and expenses of, counsel of its selection and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claimclaim related to the Servicer's misfeasance, bad faith or gross negligence. Any such indemnification, including any amounts the Issuer shall cause the Servicer to pay pursuant to Section 6.7 of the Indenture, indemnification shall not be payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The provisions of this Section 5.06 6.06 shall survive termination of this Agreementthe Agreement or the earlier of the resignation or removal of the Indenture Trustee.

Indemnification of the Trust by the Servicer. The Servicer shall indemnify and hold harmless the Trust, the Owner Trustee Trust and the Indenture Trustee and its officers, directors, agents and employees from and against any loss, liability, expense, damage or injury suffered or sustained by reason of the Servicer's willful misfeasance, bad faith or gross negligence in the performance of its activities or omissions in servicing or administering the Mortgage Loans that are not in accordance with pursuant to this Agreement or breach of representations and warranties made hereinAgreement, including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and expenses of, counsel of its selection and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claimclaim related to the Servicer's misfeasance, bad faith or gross negligence. Any such indemnification, including any amounts the Issuer shall cause the Servicer to pay pursuant to Section 6.7 of the Indenture, indemnification shall not be payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The provisions of this Section 5.06 6.06 shall survive termination of this Agreementthe Agreement or the earlier of the resignation or removal of the Indenture Trustee.

Indemnification of the Trust by the Servicer. The Servicer shall indemnify and hold harmless the Trust, the Owner Trustee Trust and the Indenture Trustee and its officers, directors, agents and employees from and against any loss, liability, expense, damage or injury suffered or sustained by reason of the Servicer's ’s willful misfeasance, bad faith or gross negligence in the performance of its activities or omissions in servicing or administering the Mortgage Loans that are not in accordance with pursuant to this Agreement or breach of representations and warranties made hereinAgreement, including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and expenses of, counsel of its selection and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claimclaim related to the Servicer’s misfeasance, bad faith or gross negligence. Any such indemnification, including any amounts the Issuer shall cause the Servicer to pay pursuant to Section 6.7 of the Indenture, indemnification shall not be payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The provisions of this Section 5.06 6.06 shall survive termination of this Agreementthe Agreement or the earlier of the resignation or removal of the Indenture Trustee.

Indemnification of the Trust by the Servicer. The Servicer shall indemnify and hold harmless the Trust, the Owner Trustee Trust and the Indenture Trustee from and against any loss, liability, expense, damage or injury suffered or sustained by reason of the Servicer's activities or omissions in servicing or administering the Mortgage Loans that are not in accordance with this Agreement or breach of representations and warranties made hereinAgreement, including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and expenses and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that a successor Servicer shall provide such indemnification only against such a loss, liability, expense, damage or injury described in this Section 7.06 that is further caused by the successor Servicer's willful malfeasance, bad faith or gross negligence. Any such indemnification, including any amounts the Issuer shall cause the Servicer to pay pursuant to Section 6.7 of the Indenture, indemnification shall not be payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The provisions of this Section 5.06 7.06 shall survive the resignation or removal of the Servicer and termination of this Agreement.

Indemnification of the Trust by the Servicer. The Servicer shall indemnify and hold harmless the Trust, Trust and the Owner Trustee and the Indenture Trustee its officers, directors, agents and employees from and against any loss, liability, expense, damage or injury suffered or sustained by reason of the Servicer's willful misfeasance, bad faith or negligence in the performance of its activities or omissions in servicing or administering the Mortgage Loans that are not in accordance with pursuant to this Agreement or breach of representations and warranties made hereinAgreement, including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and expenses of, counsel of its selection and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claimclaim related to the Servicer's misfeasance, bad faith or negligence. Any such indemnification, including any amounts the Issuer shall cause the Servicer to pay pursuant to Section 6.7 of the Indenture, indemnification shall not be payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The provisions of this Section 5.06 7.06 shall survive termination of this Agreementthe Agreement or the earlier of the resignation or removal of the Trustee.

Indemnification of the Trust by the Servicer. The Servicer shall indemnify and hold harmless the Trust, the Owner Trustee Trust and the Indenture Trustee from and against any loss, liability, expense, damage or injury suffered or sustained by reason of the Servicer's activities or omissions in servicing or administering the Mortgage Loans that are not in accordance with this Agreement or breach of representations and warranties made hereinAgreement, including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and expenses and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that a successor Servicer shall provide such indemnification only against such loss, liability, expense, damage or injury described in this Section 7.06 that is further caused by the successor Servicer's willful malfeasance, bad faith or gross negligence. Any such indemnification, including any amounts the Issuer shall cause the Servicer to pay pursuant to Section 6.7 of the Indenture, indemnification shall not be payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The provisions of this Section 5.06 7.06 shall survive the resignation or removal of the Servicer and termination of this Agreement.