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. The Servicer shall pay the expenses and provide the protections and indemnities to the Indenture Trustee provided for in Section 6.7 of the Indenture, it being intended that, wherever in such Section 6.7 reference is made “to the extent provided in the Sale and Servicing Agreement,” this Agreement so provides. Any such indemnification, including any amounts the Servicer is required 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 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. The Servicer shall pay the expenses and provide the protections and indemnities to the Indenture Trustee provided for in Section 6.7 of the Indenture, it being intended that, wherever in such Section 6.7 reference is made “to the extent provided in the Sale and Servicing Agreement,” this Agreement so provides. Any such indemnification, including any amounts the Issuer shall cause the Servicer is required 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.