Common use of Indemnification of the Trustee Clause in Contracts

Indemnification of the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be entitled to be paid, indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Certificate Account from time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, the Trustee’s administering the trusts hereunder, including (i) protecting the interests, and enforcing the rights and remedies, of the Certificateholders during the continuance of an Event of Default (as defined in the Sale and Servicing Agreement or this Trust Agreement), (ii) defending or prosecuting any legal action relating to this Trust Agreement or the Certificates, or (iii) being the mortgagee of record with respect to the Mortgage Loans and owner of record with respect to any REO Property; provided that neither the Trustee nor any of the other above specified Persons shall be entitled to payment or indemnification pursuant to this Section 6.3 for any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of the Trustee’s obligations and duties hereunder, or by reason of reckless disregard of such obligations or duties. The provisions of this Section 6.3 shall survive any resignation or removal of the Trustee and the appointment of a successor trustee.

Indemnification of the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be entitled to be paid, indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Certificate Account from time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, the Trustee’s 's administering the trusts hereunder, including (i) protecting the interests, and enforcing the rights and remedies, of the Certificateholders during the continuance of an Event of Default (as defined in the Sale and Servicing Agreement or this Trust Agreement), (ii) defending or prosecuting any legal action relating to this Trust Agreement or the Certificates, or (iii) being the mortgagee of record with respect to the Mortgage Loans and owner of record with respect to any REO Property; provided that neither the Trustee nor any of the other above specified Persons shall be entitled to payment or indemnification pursuant to this Section 6.3 for any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of the Trustee’s 's obligations and duties hereunder, or by reason of reckless disregard of such obligations or duties. The provisions of this Section 6.3 shall survive any resignation or removal of the Trustee and the appointment of a successor trustee.

Indemnification of the Trustee. The Underlying Certificate Seller shall indemnify and defend the Trustee and any director, officer, employee employee, or agent of the Trustee shall be entitled to be paidand hold them harmless from and against, indemnified any and held harmless by all losses, liabilities, damages, claims or expenses arising out of or in connection with the Trust (to acceptance or administration of the extent of amounts on deposit in the Certificate Account from time to time) against any loss, liability trust or expense trusts hereunder (including, without limitation, costs and expenses of litigationany losses, and of investigation, counsel feesliabilities, damages, judgments and amounts paid in settlement) claims or expenses arising out of, from defending itself against any claim or incurred liability in connection withwith the exercise or performance of any powers or duties hereunder), other than those resulting from the Trustee’s administering the trusts hereunder, including (i) protecting the interests, and enforcing the rights and remedies, of the Certificateholders during the continuance of an Event of Default (as defined negligence or bad faith in the Sale and Servicing Agreement or this Trust Agreement), (ii) defending or prosecuting any legal action relating to this Trust Agreement or the Certificates, or (iii) being the mortgagee performance of record with respect to the Mortgage Loans and owner of record with respect to any REO Property; provided that neither the Trustee nor any of the other above specified Persons shall be entitled to payment Trustee's duties hereunder or indemnification pursuant to this Section 6.3 by reason of reckless disregard of the Trustee's obligations and duties hereunder; provided, however, that the Underlying Certificate Seller will not indemnify the Trustee, in its capacity as Underlying Trustee, for any loss, liability or expense incurred by reason the Underlying Trustee in connection with the Underlying Trust resulting from any act or omission of the Depositor, as the Underlying Depositor, acting with willful misfeasance, bad faith or gross negligence in of its duties under the performance of Underlying Agreement. Such indemnification shall survive the Trustee’s obligations and duties hereunder, or by reason of reckless disregard of such obligations or duties. The provisions termination of this Section 6.3 shall survive any Agreement and the Trust Fund created hereby or the resignation or removal of the Trustee and pursuant to the appointment of a successor trusteeterms hereof.

Indemnification of the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be entitled to be paid, indemnified and held harmless by each of the Trust and the Lower-Tier REMIC (to the extent of amounts on deposit in the Certificate Account Trust Accounts from time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, the Trustee’s administering the trusts hereunder, including including (i) protecting the interests, and enforcing the rights and remedies, of the Certificateholders during the continuance of an Event of Default (as defined in this Trust Agreement) or Master Servicer Event of Default (as defined in the Sale and Servicing Agreement Agreement) or this Trust Special Servicer Event of Default (as defined in the Sale and Servicing Agreement), (ii) defending or prosecuting any legal action relating to this Trust Agreement or the Certificates, or (iii) being the mortgagee of record with respect to the Mortgage Loans and owner of record with respect to any REO Property; provided that neither the Trustee nor any of the other above specified Persons shall be entitled to payment or indemnification pursuant to this Section 6.3 for any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of the Trustee’s obligations and duties hereunder, or by reason of reckless disregard of such obligations or duties. The provisions of this Section 6.3 shall survive any resignation or removal of the Trustee and the appointment of a successor trustee.

Indemnification of the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be entitled to be paid, indemnified and held harmless by each of the Lower Tier REMIC and the Trust (to the extent of amounts on deposit in the Certificate Account Trust Accounts from time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, the Trustee’s administering the trusts hereunder, including (i) protecting the interests, and enforcing the rights and remedies, of the Certificateholders during the continuance of an Event of Default (as defined in the Sale and Servicing Agreement or this Trust Agreement), (ii) defending or prosecuting any legal action relating to this Trust Agreement or the Certificates, or (iii) being the mortgagee of record with respect to the Mortgage Loans and owner of record with respect to any REO PropertyAssets; provided provided, however, that neither the Trustee nor any of the other above specified Persons shall be entitled to payment or indemnification pursuant to this Section 6.3 for any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of the Trustee’s obligations and duties hereunder, or by reason of reckless disregard of such obligations or duties. The provisions of this Section 6.3 shall survive any resignation or removal of the Trustee and the appointment of a successor trustee.

Indemnification of the Trustee. The Underlying Certificate Seller shall indemnify and defend the Trustee and any director, officer, employee employee, or agent of the Trustee shall be entitled to be paidand hold them harmless from and against, indemnified any and held harmless by all losses, liabilities, damages, claims or expenses arising out of or in connection with the Trust (to acceptance or administration of the extent of amounts on deposit in the Certificate Account from time to time) against any loss, liability trust or expense trusts hereunder (including, without limitation, costs and expenses of litigationany losses, and of investigation, counsel feesliabilities, damages, judgments and amounts paid in settlement) claims or expenses arising out of, from defending itself against any claim or incurred liability in connection withwith the exercise or performance of any powers or duties hereunder), other than those resulting from the negligence or bad faith in the performance of any of the Trustee’s administering the trusts hereunder, including (i) protecting the interests, and enforcing the rights and remedies, duties hereunder or by reason of reckless disregard of the Certificateholders during Trustee’s obligations and duties hereunder; provided, however, that the continuance of an Event of Default (Underlying Certificate Seller will not indemnify the Trustee, in its capacity as defined in the Sale and Servicing Agreement or this Trust Agreement)Underlying Trustee, (ii) defending or prosecuting any legal action relating to this Trust Agreement or the Certificates, or (iii) being the mortgagee of record with respect to the Mortgage Loans and owner of record with respect to any REO Property; provided that neither the Trustee nor any of the other above specified Persons shall be entitled to payment or indemnification pursuant to this Section 6.3 for any loss, liability or expense incurred by reason the Underlying Trustee in connection with the Underlying Trust resulting from any act or omission of the Depositor, as the Underlying Depositor, acting with willful misfeasance, bad faith or gross negligence in of its duties under the performance of Underlying Agreement. Such indemnification shall survive the Trustee’s obligations and duties hereunder, or by reason of reckless disregard of such obligations or duties. The provisions termination of this Section 6.3 shall survive any Agreement and the Trust Fund created hereby or the resignation or removal of the Trustee and pursuant to the appointment of a successor trusteeterms hereof.