Common use of SERVICER INDEMNIFICATION OF THE BENEFICIARIES Clause in Contracts

SERVICER INDEMNIFICATION OF THE BENEFICIARIES. The Servicer and any Co-Servicer shall indemnify and hold harmless the Beneficiaries from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any fraud, wilful misconduct or negligent acts or omissions of the Servicer or Co-Servicer with respect to activities of the Beneficiaries pursuant to this Agreement, including, but not limited to any judgment, award, settlement, reasonable legal fees and other costs or expenses incurred in connection with the defence of any actual or threatened action, proceeding or claim, PROVIDED, HOWEVER, that neither the Servicer nor any Co-Servicer shall: (i) indemnify the Beneficiaries if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or wilful misconduct by the Beneficiaries or their agents; (ii) indemnify any Beneficiary for any liabilities, costs or expenses of the Receivables Trust with respect to any action taken by the Receivables Trustee at the request of any Beneficiary or any Series to which it belongs; (iii) indemnify any Beneficiary as to any losses, claims or damages incurred by any of them in their capacity as Beneficiaries of the Receivables Trust, including without limitation, losses incurred as a result of Receivables in Defaulted Accounts; or (iv) indemnify the Beneficiaries for any liabilities, costs or expenses of the Beneficiaries (or their agents) arising under any Tax law (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Beneficiaries (or their agents) in connection herewith to any taxing authority. Any such indemnification shall be payable by the Servicer or Co-Servicer itself and not be payable from the Trust Property of the Receivables Trust. The provision of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof.

SERVICER INDEMNIFICATION OF THE BENEFICIARIES. The Servicer and any Co-Servicer shall indemnify and hold harmless the Beneficiaries from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any fraud, wilful misconduct or grossly negligent acts or omissions of the Servicer or Co-Servicer with respect to activities of the Beneficiaries pursuant to this Agreement, including, but not limited to any judgment, award, settlement, reasonable legal fees and other costs or expenses properly incurred in connection with the defence of any actual or threatened action, proceeding or claim, PROVIDED, HOWEVER, that neither the Servicer nor any Co-Servicer shall: (i) 3.3.1 indemnify the Beneficiaries if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or wilful misconduct by the Beneficiaries or their agents; (ii) 3.3.2 indemnify any Beneficiary for any liabilities, costs or expenses of the Receivables Trust with respect to any action taken by the Receivables Trustee at the request of any Beneficiary or any Series to which it belongs; (iii) 3.3.3 indemnify any Beneficiary as to any losses, claims or damages incurred by any of them it in their its capacity as Beneficiaries Beneficiary of the Receivables Trust, including without limitation, losses incurred as a result of Receivables in Defaulted Accounts; or (iv) 3.3.4 indemnify the Beneficiaries for any liabilities, costs or expenses of the Beneficiaries (or their agents) arising under any Tax law (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Beneficiaries (or their agents) in connection herewith to any taxing authority. Any such indemnification shall be payable by the Servicer or Co-Servicer itself and not be payable from the Trust Property of the Receivables Trust. The provision of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof.