Common use of SERVICER INDEMNIFICATION OF ISSUER, OWNER TRUSTEE AND INDENTURE TRUSTEE Clause in Contracts

SERVICER INDEMNIFICATION OF ISSUER, OWNER TRUSTEE AND INDENTURE TRUSTEE. (a) The Servicer will indemnify and hold harmless each of the Issuer, the Owner Trustee, the Indenture Trustee and any trustees predecessor thereto and their respective directors, officers, employees and agents from and against any and all loss, liability, claim, expense, damage or injury suffered or sustained thereby by reason of (1) any acts or omissions of the Servicer in connection with this Agreement or (2) the acceptance or performance of the trusts and duties contained herein in the case of the Owner Trustee and the Indenture Trustee; provided, however, that that the Transferor will not indemnify the Issuer, the Owner Trustee or the Indenture Trustee for: (i) any such loss, liability, claim, expense, damage or injury arising from the willful misconduct, negligence or bad faith of the Owner Trustee or from the willful misconduct, negligence or bad faith of the Indenture Trustee, as applicable; (ii) any liabilities, costs or expenses of the Issuer with respect to any action taken by the Owner Trustee or the Indenture Trustee at the request of any such Noteholders or Series Enhancers to the extent that the Owner Trustee or the Indenture Trustee is fully indemnified by such Noteholders or Series Enhancers with respect to such action; or (iii) with respect to any United States federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Issuer or any Noteholder or Series Enhancer in connection herewith or with the Indenture to any taxing authority. (b) Any indemnification pursuant to this Section will not be payable from the Trust Assets. The Servicer's obligations under this Section survives the termination of this Agreement or the Issuer or the earlier removal or resignation of the Owner Trustee or the Indenture Trustee, as applicable.

SERVICER INDEMNIFICATION OF ISSUER, OWNER TRUSTEE AND INDENTURE TRUSTEE. (a) The Servicer will indemnify and hold harmless each of the Issuer, the Owner Trustee, the Indenture Trustee and any trustees predecessor thereto and their respective directors, officers, employees and agents from and against any and all loss, liability, claim, expense, damage or injury suffered or sustained thereby by reason of (1) any acts or omissions of the Servicer in connection with this Agreement or (2) the acceptance or performance of the trusts and duties contained herein in the case of the Owner Trustee and the Indenture Trustee; provided, however, that that the Transferor will not indemnify the Issuer, the Owner Trustee or the Indenture Trustee for: (i) any such loss, liability, claim, expense, damage or injury arising from the willful misconduct, gross negligence or bad faith willful misconduct of the Owner Trustee or from the willful misconduct, negligence or bad faith willful misconduct of the Indenture Trustee, as applicable; (ii) any liabilities, costs cost or expenses expense of the Issuer with respect to any action taken by the Owner Trustee or the Indenture Trustee at the request of any such Noteholders or Series Enhancers to the extent that the Owner Trustee or the Indenture Trustee is fully indemnified by such Noteholders or Series Enhancers with respect to such action; or (iii) with respect to any United States federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Issuer or any Noteholder or Series Enhancer in connection herewith or with the Indenture to any taxing authority. (b) Any indemnification pursuant to this Section will not be payable from the Trust Assets. The Servicer's obligations under this Section survives the termination of this Agreement or the Issuer or the earlier removal or resignation of the Owner Trustee or the Indenture Trustee, as applicable.

SERVICER INDEMNIFICATION OF ISSUER, OWNER TRUSTEE AND INDENTURE TRUSTEE. (a) The Servicer will indemnify and hold harmless each of the Issuer, the Owner Trustee, the Indenture Trustee and any trustees predecessor thereto and their respective directors, officers, employees and agents from and against any and all loss, liability, claim, expense, damage or injury suffered or sustained thereby by reason of (1) any acts or omissions of the Servicer in connection with this Agreement or any failure to act in accordance with this Agreement or (2) the acceptance or performance of the trusts and duties contained herein in the case of the Owner Trustee and the Indenture Trustee; provided, however, that that the Transferor Servicer will not indemnify the Issuer, the Owner Trustee or the Indenture Trustee for: (i) any such loss, liability, claim, expense, damage or injury arising from the willful misconduct, negligence or bad faith of the Owner Trustee or from the willful misconduct, negligence or bad faith of the Indenture Trustee, as applicable; (ii) any liabilities, costs or expenses of the Issuer with respect to any action taken by the Owner Trustee or the Indenture Trustee at the request of any such Noteholders or Series Enhancers to the extent that the Owner Trustee or the Indenture Trustee is fully indemnified by such Noteholders or Series Enhancers with respect to such action; or (iii) with respect to any United States federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Issuer or any Noteholder or Series Enhancer in connection herewith or with the Indenture to any taxing authority. (b) Any indemnification pursuant to this Section will not be payable from the Trust AssetsProperty. The Servicer's ’s obligations under this Section survives survive the termination of this Agreement or the Issuer or the earlier removal or resignation of the Owner Trustee or the Indenture Trustee, as applicable.