Common use of Master Servicer and Servicer Indemnification of Trustee Clause in Contracts

Master Servicer and Servicer Indemnification of Trustee. The Master Servicer and each Servicer shall indemnify and hold harmless the Trustee from and against any loss, liability, expense, damage or injury (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or other expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) that may be imposed on, incurred by or asserted at any time against the Trustee (whether or not indemnified against by other parties) arising out of any acts or omissions of the Master Servicer or such Servicer, as applicable, hereunder including, without limitation, acts or omissions of the Master Servicer or such Servicer relating to the administration of the Trust, the servicing and administration of the Receivables, the collection of payments due under the Receivables, the preparation of reports and other information with respect to the Receivables or the Trust, the execution and delivery of any documents relating to the Receivables or the Trust, and the registration or filing of any document with the Securities and Exchange Commission, the Internal Revenue Service or any other securities or tax authority of any jurisdiction with respect to the Receivables or the Trust; provided, however, that neither the Master Servicer nor any Servicer shall indemnify the Trustee to the extent any such loss, liability, expense, damage or injury results from fraud, negligence, breach of fiduciary duty or misconduct by the Trustee or from action taken by the Trustee at the request of the Investor Certificateholders. The Master Servicer’s and each Servicer’s obligations under this Section shall survive the termination of the Trust and the resignation or removal of the Trustee.

Master Servicer and Servicer Indemnification of Trustee. The Master Servicer and each Servicer shall indemnify and hold harmless the Trustee for any loss, liability, expense, damage or injury (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or other expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim and any legal fees and expenses incurred in connection with any action or suit brought by the Trustee to enforce any indemnification obligation of the Master Servicer) that may be imposed on, incurred by or asserted at any time against the Trustee (whether or not indemnified against by other parties) incurred by reason of its acceptance of the appointment hereunder. The Master Servicer and each Servicer shall also indemnify and hold harmless the Trustee from and against any loss, liability, expense, damage or injury (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or other expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) that may be imposed on, incurred by or asserted at any time against the Trustee (whether or not indemnified against by other parties) arising out of any acts or omissions of the Master Servicer or such Servicer, as applicable, hereunder including, without limitation, acts or omissions of the Master Servicer or such Servicer relating to the administration of the Trust, the servicing and administration of the ReceivablesReceivables (and receivables in Charged-Off Accounts), the collection of payments due under the ReceivablesReceivables (and receivables in Charged-Off Accounts), the preparation of reports and other information with respect to the Receivables (and receivables in Charged-Off Accounts) or the Trust, the execution and delivery of any documents relating to the Receivables (and receivables in Charged-Off Accounts) or the Trust, and the registration or filing of any document with the Securities and Exchange Commission, the Internal Revenue Service or any other securities or tax authority of any jurisdiction with respect to the Receivables (and receivables in Charged-Off Accounts) or the Trust; provided, however, that neither the Master Servicer nor any Servicer shall indemnify the Trustee to the extent any such loss, liability, expense, damage or injury results from fraud, negligence, breach of fiduciary duty negligence or willful misconduct by the Trustee or, except as explicitly set forth in this Agreement or any Series Supplement, from action taken by the Trustee at the request of the Investor Certificateholders. The Master Servicer’s and each Servicer’s obligations under this Section 11.06 shall survive the termination of the Trust and the resignation or removal of the Trustee.

Master Servicer and Servicer Indemnification of Trustee. The Master Servicer and each Servicer shall indemnify and hold harmless the Trustee from and against any loss, liability, expense, damage or injury (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or other expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) that may be imposed on, incurred by or asserted at any time against the Trustee (whether or not indemnified against by other parties) arising out of any acts or omissions of the Master Servicer or such Servicer, as applicable, hereunder including, without limitation, acts or omissions of the Master Servicer or such Servicer relating to the administration of the Trust, the servicing and administration of the ReceivablesReceivables (and receivables in Charged-Off Accounts), the collection of payments due under the ReceivablesReceivables (and receivables in Charged-Off Accounts), the preparation of reports and other information with respect to the Receivables (and receivables in Charged-Off Accounts) or the Trust, the execution and delivery of any documents relating to the Receivables (and receivables in Charged-Off Accounts) or the Trust, and the registration or filing of any document with the Securities and Exchange Commission, the Internal Revenue Service or any other securities or tax authority of any jurisdiction with respect to the Receivables (and receivables in Charged-Off Accounts) or the Trust; provided, however, that neither the Master Servicer nor any Servicer shall indemnify the Trustee to the extent any such loss, liability, expense, damage or injury results from fraud, negligence, breach of fiduciary duty or misconduct by the Trustee or from action taken by the Trustee at the request of the Investor Certificateholders. The Master Servicer’s and each Servicer’s obligations under this Section shall survive the termination of the Trust and the resignation or removal of the Trustee.

Master Servicer and Servicer Indemnification of Trustee. The Master Servicer and each Servicer shall indemnify and hold harmless the Trustee from and against any loss, liability, expense, damage or injury (including but not limited to any judgment, award, settlement, reasonable attorneys’ ' fees and other costs or other expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) that may be imposed on, incurred by or asserted at any time against the Trustee (whether or not indemnified against by other parties) arising out of any acts or omissions of the Master Servicer or such Servicer, as applicable, hereunder including, without limitation, acts or omissions of the Master Servicer or such Servicer relating to the administration of the Trust, the servicing and administration of the Receivables, the collection of payments due under the Receivables, the preparation of reports and other information with respect to the Receivables or the Trust, the execution and delivery of any documents relating to the Receivables or the Trust, and the registration or filing of any document with the Securities and Exchange Commission, the Internal Revenue Service or any other securities or tax authority of any jurisdiction with respect to the Receivables or the Trust; provided, however, that neither the Master Servicer nor any Servicer shall indemnify the Trustee to the extent any such loss, liability, expense, damage or injury results from fraud, negligence, breach of fiduciary duty or misconduct by the Trustee or from action taken by the Trustee at the request of the Investor Certificateholders. The Master Servicer’s 's and each Servicer’s 's obligations under this Section shall survive the termination of the Trust and the resignation or removal of the Trustee.

Master Servicer and Servicer Indemnification of Trustee. The Master Servicer and each Servicer shall indemnify and hold harmless the Trustee from and against any loss, liability, expense, damage or injury (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or other expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) that may be imposed on, incurred by or asserted at any time against the Trustee (whether or not indemnified against by other parties) arising out of any acts or omissions of the Master Servicer or such Servicer, as applicable, hereunder including, without limitation, acts or omissions of the Master Servicer or such Servicer relating to the administration of the Trust, the servicing and administration of the Receivables, the collection of payments due under the Receivables, the preparation of reports and other information with respect to the Receivables or the Trust, the execution and delivery of any documents relating to the Receivables or the Trust, and the registration or filing of any document with the Securities and Exchange Commission, the Internal Revenue Service or any other securities or tax authority of any jurisdiction with respect to the Receivables or the Trust; provided, however, that neither the Master Servicer nor any Servicer shall indemnify the Trustee to the extent any such loss, liability, expense, damage or injury results from fraud, negligence, breach of fiduciary duty or misconduct by the Trustee or from action taken by the Trustee at the request of the Investor Certificateholders. The Master Servicer’s and each Servicer’s obligations under this Section shall survive the termination of the Trust and the resignation or removal of the Trustee.. 80 CH\1159205.11