Common use of INDEMNITY OF TRUSTEE AND SUCCESSOR SERVICER Clause in Contracts

INDEMNITY OF TRUSTEE AND SUCCESSOR SERVICER. Upon the appointment of a Successor Servicer pursuant to Section 8.03, such Successor Servicer and the Trustee and their respective agents and employees shall be indemnified by the Trust and held harmless against any loss, liability, or expense (including reasonable attorney's fees and expenses) arising out of or incurred in connection with the acceptance of performance of the trusts and duties contained in this Agreement to the extent that (i) the Successor Servicer or the Trustee, as the case may be, shall not be indemnified for such loss, liability or expense by the Servicer pursuant to Section 8.02; (ii) such loss, liability, or expense shall not have been incurred by reason of the Successor Servicer's or the Trustee's wilful misfeasance, bad faith or negligence; and (iii) such loss, liability or expense shall not have been incurred by reason of the Successor Servicer's or the Trustee's breach of its respective representations and warranties pursuant to Sections 8.03, 9.09 and 9.14, respectively. The Successor Servicer and/or the Trustee shall be entitled to the indemnification provided by this Section only to the extent all amounts due the Servicer and all holders of Certificates issued by the Trust with respect to any Distribution Date pursuant to Sections 4.06 and 4.07 have been paid in full and all amounts required to be deposited in the Reserve Fund with respect to any Distribution Date pursuant to Section 4.07 have been so deposited.

INDEMNITY OF TRUSTEE AND SUCCESSOR SERVICER. Upon the appointment of a Successor Servicer pursuant to Section 8.0318.03, such Successor Servicer and the Trustee and their respective agents and employees shall be indemnified by the Trust and held harmless against any loss, liability, liability or expense (including reasonable attorney's fees and expenses) arising out of or incurred in connection with the acceptance of performance of the trusts and duties contained in this the Agreement to the extent that (i) the Successor Servicer or the Trustee, as the case may be, shall not be indemnified for such loss, liability or expense by the Servicer pursuant to Section 8.0217.02; (ii) such loss, liability, or expense shall not have been incurred by reason of the Successor Servicer's or the Trustee's wilful misfeasance, bad faith or negligence; and (iii) such loss, liability or expense shall not have been incurred by reason of the Successor Servicer's or the Trustee's breach of its respective representations and warranties pursuant to Sections 8.0318.03, 9.09 19.09 and 9.1419.14, respectively. The Successor Servicer and/or the Trustee shall be entitled to the indemnification provided by this Section only to the extent all amounts due the Servicer and all holders of Certificates issued by the Trust Certificateholders with respect to any Distribution Date pursuant to Sections 4.06 14.06 and 4.07 14.07 have been paid in full and all amounts required to be deposited in the Reserve Fund with respect to any Distribution Date pursuant to Section 4.07 14.07 have been so deposited.

INDEMNITY OF TRUSTEE AND SUCCESSOR SERVICER. Upon the appointment of a Successor Servicer pursuant to Section 8.0318.03, such Successor Servicer and the Trustee and their respective agents and employees shall be indemnified by the Trust and held harmless against any loss, liability, liability or expense (including reasonable attorney's fees and expenses) arising out of or incurred in connection with the acceptance of performance of the trusts and duties contained in this the Agreement to the extent that (i) the Successor Servicer or the Trustee, as the case may be, shall not be indemnified for such loss, liability or expense by the Servicer pursuant to Section 8.0217.02; (ii) such loss, liability, or expense shall not have been incurred by reason of the Successor Servicer's or the Trustee's wilful willful misfeasance, bad faith or negligencenegligence or the Trustee's willful misfeasance, bad faith or negligence or, in an Event of Default, failure to exercise or use the same degree of care and skill as a prudent man would exercise or use under the circumstances in the conduct of his own affairs as set forth in Section 19.01(a); and (iii) such loss, liability or expense shall not have been incurred by reason of the Successor Servicer's or the Trustee's breach of its respective representations and warranties pursuant to Sections 8.0318.03, 9.09 19.09 and 9.1419.14, respectively. The Successor Servicer and/or the Trustee shall be entitled to the indemnification provided by this Section only to the extent all amounts due the Servicer and all holders of Certificates issued by the Trust Certificateholders with respect to any Distribution Date pursuant to Sections 4.06 14.06 and 4.07 14.07 have been paid in full and all amounts required to be deposited in the Reserve Fund with respect to any Distribution Date pursuant to Section 4.07 14.07 have been so deposited.

INDEMNITY OF TRUSTEE AND SUCCESSOR SERVICER. Upon the appointment of a Successor Servicer pursuant to Section 8.0319.02, such Successor Servicer and the Trustee and their respective agents and employees shall be indemnified by the Trust and held harmless against any loss, liability, or expense (including reasonable attorney's fees and expenses) arising out of or incurred in connection with the acceptance of performance of the trusts and duties contained in this the Agreement to the extent that (i) the Successor Servicer or the Trustee, as the case may be, shall not be indemnified for such loss, liability or expense by the Servicer pursuant to Section 8.0218.02; (ii) such loss, liability, liability or expense shall not have been incurred by reason of the Successor Servicer's or the Trustee's wilful willful misfeasance, bad faith or negligence; and (iii) such loss, liability or expense shall not have been incurred by reason of the Successor Servicer's or the Trustee's breach of its respective representations and warranties pursuant to Sections 8.03, 9.09 18.01 and 9.1420.14, respectively. The Successor Servicer and/or the Trustee shall be entitled to the indemnification provided by this Section only to the extent all amounts due the Servicer Class A Certificateholders and all holders of Certificates issued by the Trust Class B Certificateholders with respect to any Distribution Date pursuant to Sections 4.06 and 4.07 Section 14.07 have been paid in full and all amounts required to be deposited in the Reserve Fund with respect to any Distribution Date pursuant to Section 4.07 14.07(b)(i) have been so deposited.