Common use of Servicer Indemnification of the Trust and the Trustee Clause in Contracts

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust and the Trustee (including the Trustee in its capacity as Transfer Agent and Registrar or as Paying Agent) and its directors, officers, employees and agents from and against any loss, liability, expense, damage or injury suffered or sustained by reason of (a) any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration by the Trustee of the Trust (in the case of clause (a) or (b), other than any such loss, liability, expense, damage, or injury as may arise from the negligence or wilful misconduct of the Trustee), including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim. Indemnification pursuant to this Section shall not be payable from the Trust Assets. The Servicer's obligations under this Section 8.4 shall survive the termination of this Agreement or the Trust or the earlier removal or resignation of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust and the Trustee (including Trustee, the Trustee in its capacity as Transfer Agent and Registrar or as and the Paying Agent) Agent and its directors, officers, employees and agents from and against any loss, liability, expense, damage or injury suffered or sustained by reason of (a) any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration by the Trustee of the Trust (in the case of clause (a) or (b), other than any such loss, liability, expense, damage, or injury as may arise from the negligence or wilful misconduct of the Trustee), including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim. Indemnification pursuant to this Section shall not be payable from the Trust Assets. The Servicer's obligations under this Section 8.4 shall survive the termination of this Agreement or the Trust or the earlier removal or resignation of the Trustee, the Paying Agent or the Transfer Agent and Registrar.