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 Trustee and its directors, officers, employees, and agents against any loss, liability or expense incurred by it in connection with the administration of the Trust and the performance of its duties under this Agreement and any Supplement, including those arising from acts of omissions of the Servicer pursuant to this Agreement, and including but not limited to any judgment, award, settlement reasonable attorney's fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; PROVIDED, HOWEVER, that the Servicer shall not indemnify the Trustee or its directors, officers, employees or agents if such acts, omission or alleged acts or omissions constitute fraud, negligence or willful misconduct by the Trustee. Indemnification pursuant to this Section shall not be payable from the Trust Assets.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trustee and its directors, officers, employees, and agents against any loss, liability or expense incurred by it in connection with the administration of the Trust and the performance of its duties under this Agreement and any Supplement, including those arising from acts of omissions of the Servicer pursuant to this Agreement, and including but not limited to any judgmentjudgement, award, settlement reasonable attorney's fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; PROVIDEDprovided, HOWEVERhowever, that the Servicer -------- ------- shall not indemnify the Trustee or its directors, officers, employees or agents if such acts, omission or alleged acts or omissions constitute fraud, negligence or willful misconduct by the Trustee. Indemnification pursuant to this Section shall not be payable from the Trust Assets.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trustee and its directors, officers, employees, and agents against any loss, liability or expense incurred by it in connection with the administration of the Trust and the performance of its duties under this Agreement and any Supplement, including those arising from acts of omissions of the Servicer pursuant to this Agreement, and including but not limited to any judgmentjudgement, award, settlement reasonable attorney's fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; PROVIDEDprovided, HOWEVERhowever, that the Servicer shall not indemnify the Trustee or its directors, officers, employees or agents if such acts, omission or alleged acts or omissions constitute fraud, negligence or willful misconduct by the Trustee. Indemnification pursuant to this Section shall not be payable from the Trust Assets.