Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Transferor, the Trust, for the benefit of the Certificateholders, and the Trustee, including its officers, directors, agents and employees, from and against any loss, liability, expense, damage or injury suffered or sustained by them and arising out of or relating to any claims, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys' 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 (a) the Transferor, the Trust or the Trustee or their respective officers, directors, agents and employees for liabilities imposed by reason of fraud, negligence or breach of fiduciary duty by (i) the Trustee in the performance of its duties under this Agreement or (ii) the Transferor or any Certificateholders, (b) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders for liabilities arising from actions taken by the Trustee at the request of Certificateholders, (c) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federal, state or local income or franchise tax or any other tax imposed on or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Certificate Owners or the Certificateholders in connection with the Trust or this Agreement to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any ...
Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust, for the benefit of the Certificateholders, and the Trustee, including its officers, directors and employees from and against any loss, liability, expense, damage or injury arising out of or relating to any claims, actions or proceedings brought or asserted by third parties which are suffered or sustained by reason of any acts or omissions of the Servicer pursuant to this Agreement or any Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys' 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 Trust, the Trustee or its officers, directors or employees or the Investor Certificateholders for any liability, cost or expense of the Trust or the Trustee or its officers, directors or employees if any such claims, actions or proceedings relate to any action taken by the Trustee at the request of the Investor Certificateholders or any Federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Trustee or the Investor Certificateholders in connection herewith to any taxing authority. Subject to Sections 7.01 and 7.04 and subsection 10.02(b) of the Agreement, any indemnification pursuant to this Section shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the termination of the Agreement and payment in full of the certificates.
Indemnification of the Trust and the Trustee. (1) New Transit and the Partnership jointly and severally agree to indemnify and hold harmless the Trust and the Trustee, in its capacity as trustee of the Trust, and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement and the Trust Agreement (collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, actions, causes of action, costs, charges, debts, expenses, damages, liabilities or obligations whatsoever including, without limitation, reasonable legal fees and disbursements and costs and expenses incurred in connection with the enforcement of this indemnity, which may be imposed on, incurred by or assessed against the Indemnified Parties which, without fraud, gross negligence, wilful misconduct, bad faith or the failure to comply with the standard of care referred to in Section 4.01 on the part of the Indemnified Parties, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of its compliance with its duties set forth in this Agreement, the Trust Agreement or any written or oral instruction delivered to the Trustee by New Transit, the Tabulation Agent or the Partnership pursuant hereto.
Indemnification of the Trust and the Trustee. (a) The Servicer hereby agrees to indemnify and hold harmless the Company, the Trustee for the benefit of the Holders and the Trustee and their respective directors, officers, agents and employees (each of the foregoing, an "Indemnified Person") from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions of the Servicer arising out of, or relating to, its activities pursuant to any Pooling and Servicing Agreement to which it is a party, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided that the Servicer shall not indemnify any Indemnified Person for any liability, cost or expense of such Indemnified Person (i) arising solely from a default by an Obligor with respect to any Receivable (except that indemnification shall be made to the extent that such default arises out of its failure to perform its duties or obligations under this Agreement), or (ii) to the extent that such liability, cost or expense arises from the gross negligence, bad faith or wilful misconduct of such Indemnified Person (or any of its respective directors, officers, agents or employees). The provisions of this indemnity shall run directly to, and be enforceable by, an injured party and shall survive the termination of the Agreement or the resignation of the Servicer.
Indemnification of the Trust and the Trustee. The Trust, the Trustee and any person who, at the request of the Trustee, is serving or shall have served as a director, officer, employee, advisor, consultant, agent or subcontractor of the Trustee in respect of the Trust shall be indemnified and saved harmless by the Administrator against all losses (other than loss of profit), claims, damages, liabilities, obligations, costs and expenses (including judgments, fines, penalties, amounts paid in settlement and counsel and accountants' fees) of whatsoever kind or nature incurred by, borne by or asserted against any of such indemnified parties in any way arising from or related in any manner to the fraud, wilful default, or negligence of the Administrator in the provision of services or the performance of its obligations hereunder, unless such losses, claims, damages, liabilities, obligations, costs and expenses (including judgments, fines, penalties, amounts paid in settlement, and counsel and accountants fees) arise from the fraud, wilful default or negligence of such indemnified party. The foregoing right of indemnification shall not be exclusive of any rights to which the Trust, the Trustee or any person referred to in this Section may be entitled as a matter of law or equity or which may be lawfully granted to him.
Indemnification of the Trust and the Trustee. Without limiting any other rights that the Trustee, any Holder or any Agent may have hereunder or under applicable law, (A) the Servicer hereby agrees to indemnify (and pay upon demand to) the Trustee, each Agent and each Holder and their respective assigns, officers, directors, agents and employees (each an "INDEMNIFIED PERSON") from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees (which attorneys may be employees of the Indemnified Person, provided that such fees of attorneys that are employees of any Indemnified Person shall not be duplicative of the fees of any third-party attorneys retained by such Indemnified Person) and disbursements (all of the foregoing being collectively referred to as "INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of the Servicer's activities as Servicer hereunder excluding, however, in all of the foregoing instances:
