Common use of Issuer Indemnification Clause in Contracts

Issuer Indemnification. The Issuer shall indemnify and hold harmless the Servicer (but solely from the amounts to be distributed as set forth in Sections 12.02(d)(xviii), 12.02(e)(xiv) and 12.03(d)(ii) of the Indenture) from and against any loss, liability, expense, damage or injury suffered or sustained by the Servicer, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, which arises out of the Servicer's activities hereunder; provided, however, that the Issuer shall not indemnify the Servicer if the Servicer's activities constituted fraud, willful misconduct, negligence (which includes negligence with respect to the duties of the Servicer which are explicitly set forth in this Agreement) or breach of fiduciary duty by the Servicer for any amounts for which the Servicer is obligated to indemnify the Issuer or other Persons pursuant to Section 5.01 hereof.

Issuer Indemnification. The Issuer shall indemnify and hold harmless the Servicer (but solely from the amounts to be distributed to the Issuer as set forth in Sections 12.02(d)(xviii), 12.02(e)(xiv) 7 and 12.03(d)(ii) 8 of the IndentureSecurity Agreement) from and against any loss, liability, expense, damage or injury suffered or sustained by the Servicer, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, which arises out of the Servicer's activities hereunder; providedPROVIDED, howeverHOWEVER, that the Issuer shall not indemnify the Servicer if the Servicer's activities constituted fraud, willful misconduct, negligence (which includes negligence with respect to the duties of the Servicer which are explicitly set forth in this Agreement) or breach of fiduciary duty by the Servicer or for any amounts for which the Servicer is obligated to indemnify indemnity the Issuer or other Persons pursuant to Section 5.01 8.02 hereof.

Issuer Indemnification. The Issuer shall indemnify and hold harmless the Servicer and the Subservicer (but solely from the amounts to be distributed to the Issuer as set forth in Sections 12.02(d)(xviii), 12.02(e)(xiv) 5.01 and 12.03(d)(ii) 5.02 of the Indentureapplicable Series Supplement) from and against any loss, liability, expense, damage or injury suffered or sustained by the ServicerServicer or the Subservicer, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, which arises out of the Servicer's or the Subservicer's activities hereunder; provided, however, that the Issuer shall not indemnify the Servicer or the Subservicer if the Servicer's or the Subservicer's activities constituted fraud, willful misconduct, negligence (which includes negligence with respect to the duties of the Servicer which are explicitly set forth in this Agreement) or breach of fiduciary duty by the Servicer or the Subservicer for any amounts for which the Servicer or Subservicer is obligated to indemnify the Issuer or other Persons pursuant to Section 5.01 hereof.

Issuer Indemnification. The Issuer shall indemnify and hold harmless the Servicer (but solely from the amounts to be distributed as set forth in Sections 12.02(d)(xviii), 12.02(e)(xiv) and 12.03(d)(iiSection 12.02(d)(vii) of the Indenture) from and against any loss, liability, expense, damage or injury suffered or sustained by the Servicer, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, which arises out of the Servicer's activities hereunder; provided, however, that the Issuer shall not indemnify the Servicer if the Servicer's activities constituted fraud, willful misconduct, gross negligence (which includes negligence with respect to the duties of the Servicer which are explicitly set forth in this Agreement) or breach of fiduciary duty by the Servicer or for any amounts for which the Servicer is obligated to indemnify the Issuer or other Persons pursuant to Section 5.01 hereof.

Issuer Indemnification. The Issuer shall indemnify and hold harmless the Servicer (but solely from the amounts to be distributed as set forth in Sections 12.02(d)(xviii12.02(d)(xxi), 12.02(e)(xiv12.02(e)(xvi) and 12.03(d)(ii) of the Indenture) from and against any loss, liability, expense, damage or injury suffered or sustained by the Servicer, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, which arises out of the Servicer's activities hereunder; provided, however, that the Issuer shall not indemnify the Servicer if the Servicer's activities constituted fraud, willful misconduct, negligence (which includes negligence with respect to the duties of the Servicer which are explicitly set forth in this Agreement) or breach of fiduciary duty by the Servicer for any amounts for which the Servicer is obligated to indemnify the Issuer or other Persons pursuant to Section 5.01 hereof.