Indemnification of the Servicer. Each Lender agrees to indemnify the Servicer from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Servicer in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Servicer hereunder or thereunder; provided that (a) the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Servicer’s gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction and (b) no action taken in accordance with the directions of the Majority Lenders, Lenders or the Co‐Borrowers shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article VIII. Without limitation of the foregoing, each Lender agrees to reimburse the Servicer, promptly upon demand, for any Fees due to it hereunder, out‐of‐pocket expenses (including counsel fees) incurred by the Servicer in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Servicer or Lenders hereunder or thereunder and to the extent that the Servicer is not reimbursed for such expenses by the Co‐Borrowers under Section 2.09. SECTION 8.11
Indemnification of the Servicer. TMM, on behalf of itself and each of the other Sellers, shall indemnify and hold harmless the Servicer (if the Servicer is not TMM), its officers, directors, employees or agents from and against any Indemnified Loss (whether on account of settlements or otherwise, and whether or not the Servicer, its officers, directors, employees or agents is a party to any action or proceeding that gives rise to such Indemnified Loss) suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of or in connection with the acceptance or administration of any Transaction Document or the use of proceeds therefrom or the trusts hereunder and thereunder and its duties hereunder or thereunder; PROVIDED, HOWEVER, that TMM shall not indemnify the Servicer to the extent of any Indemnified Losses which are found in a final judgment of a court of competent jurisdiction to have been caused by gross negligence or willful misconduct by the Servicer (or the gross negligence or willful misconduct on the part of any of the Servicer's officers, directors, employees or agents). The obligations of TMM under this SECTION 6.9 shall survive the termination of the Trust and the resignation or removal of the Servicer.
Indemnification of the Servicer. (a) The Administrator shall defend, indemnify and hold harmless the Servicer from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Administrator or any Affiliate of the Administrator of a Financed Vehicle. The Master Servicer shall defend, indemnify and hold harmless the Servicer from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Master Servicer or any Affiliate of the Master Servicer of a Financed Vehicle.
Indemnification of the Servicer. The Owner shall indemnify the Servicer, its general partner, and the directors, officers, employees and agents of the Servicer (and its general partner) and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer, or such Persons may sustain as a result of third party claims brought against them, which are related to this Agreement, including actions taken by the Servicer in accordance with written instructions given to the Servicer by the Owner, except to the extent the Servicer is required to indemnify any Person pursuant to Section 8.01, or to the extent such costs, fees and expenses result from the failure of the Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement. The Servicer shall give the Owner written notice of any such claim within three (3) Business Days of the Servicer's receipt of notice thereof (but failure of the Servicer to provide such notice shall not relieve the Owner of its obligations under this Section unless the Owner is materially prejudiced by such failure), and shall not settle or compromise such claim without the Owner's prior written consent. The Owner may, in its sole discretion, assume the Servicer's defense of any such claim. The provisions of this Section shall survive any termination of the rights and obligations of the Servicer.
Indemnification of the Servicer. USTK shall defend, indemnify and hold harmless the Servicer, its employees, officers and directors, agents, contractors and other representatives from any and all liability, loss, damages, costs, fees and expenses (including without limitation attorneys and expert fees (testifying and non-testifying)) arising out of or resulting from the failure of USTK to fund the acquisition of a Qualified Timberland Investment when required to do so under Article 4 of this Agreement, or from USTK's failure to take some other action required of it under this Agreement.
Indemnification of the Servicer. LTV Steel Products hereby agrees to indemnify the Servicer, and hold it harmless, from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including without limitation interest and reasonable attorneys' fees and expenses) (collectively, the "Liabilities") arising out of or resulting from any act or omission to act by LTV Steel Products pursuant to and in accordance with this Agreement or pursuant to any instruction of LTV Steel Products or the Collateral Agent, (but excluding actions or omissions to act which constitute gross negligence, willful misconduct or bad faith of the Servicer) in connection with the performance of its obligations hereunder. Payment of indemnification obligations by LTV Steel Products is to be made from available moneys in accordance with and subject to the Trust Agreement. This indemnity agreement shall survive termination of this Agreement.
Indemnification of the Servicer. The Company hereby agrees to indemnify the Servicer, and its Other Indemnified Parties, and hold each of them harmless, from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including without limitation interest and reasonable attorneys' fees and expenses) arising out of or resulting from any act or omission to act by the Servicer pursuant to and in accordance with this Agreement or pursuant to any instruction of the Company or the Trustee, as the case may be (other than any such action or omission to act by the Servicer or its directors, officers, agents or employees which constitutes negligence, willful misconduct or bad faith in connection with the performance of its obligations hereunder to the extent the Servicer has granted an indemnity with respect thereto under Section 9.1 hereof).
