Servicer Indemnity. The Servicer will indemnify the Depositor, the Trust, the Noteholders, the Equity Certificateholder and the Trustees (including in their respective individual capacities), and any of their officers, directors, employees or agents (each an "Indemnified Party") from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that any Indemnified Party may sustain in connection with claims asserted by third parties against such Indemnified Party which result from any act or omission on the part of the Servicer with respect to the Trust Assets or its duties and obligations under this Pooling Agreement, except where such claims arise out of any willful misconduct, gross negligence or bad faith on the part of such Indemnified Party. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or Indenture Trustee, as the case may be, and the termination of the Trust Agreement or this Pooling Agreement.
Servicer Indemnity. 79 Section 11.13 Limitation of Liability of Owner Trustee...................................................80 Section 11.14
Servicer Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Servicer agrees to indemnify the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts incurred by such Indemnified Party by reason of any acts or omissions of the Servicer in its capacity as Servicer and related to any Transaction Document, the transactions contemplated thereby or any certificate or other written material delivered by the Servicer pursuant hereto or thereto, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, fraud, bad faith, criminal conduct, reckless disregard or willful misconduct on the part of any Indemnified Party and (b) resulting from the performance of the Collateral Obligations. If the Servicer has made any indemnity payments to any Indemnified Party pursuant to this Section 16.2 and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Party will as promptly as possible repay such amounts collected to the Servicer. Indemnification under this Section 16.2 shall survive the termination of this Agreement and the resignation or removal of any Indemnified Party and shall include reasonable and documented fees and out-of-pocket expenses of counsel and reasonable and documented out-of-pocket expenses of litigation.
Servicer Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Servicer agrees to indemnify the Indemnified Parties, from and against any and all Indemnified Amounts incurred by such Indemnified Party by reason of (i) any act or omission constituting bad faith, fraud, willful misconduct, or gross negligence by the Servicer in the performance of or reckless disregard of its duties hereunder or under any other Transaction Document or (ii) any material breach by the Servicer of any representation, warranty or covenant of the Servicer hereunder or under any other Transaction Document, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction byin a final and nonappealablenon-appealable judgment to have resulted from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party and, (b) other than in the case of the Collateral Agent, the Collateral Custodian and the Securities Intermediary, resulting from the performance of the Collateral Obligations., (c) related to any loss in value of any Permitted Investment and (d) in respect of Taxes (other than Taxes that represent losses or damages arising from a non-Tax claim), in each case, on the Distribution Date immediately succeeding receipt of written request by the applicable Indemnified Party; provided that, notwithstanding anything herein to the contrary, in no event shall the Servicer be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action; provided further that, the foregoing proviso shall in no way limit or vitiate any obligations of the Servicer to indemnify an Indemnified Party hereunder with respect to any claims brought by third parties for special, indirect, consequential, remote, speculative or punitive damages whatsoever. Notwithstanding anything herein to the contrary, each Indemnified Party hereby agrees to not seek payment from the Servicer with respect to any indemnification pursuant to this Section 16.2 prior to seeking payment from the Borrower; provided that any Indemnified Party may seek payment from the Servicer with respect to such indemnification pursuant to this Section 16.2 if (x) the Borrower is insolvent or is the subject of any Insolvency Even...
Servicer Indemnity. Without limiting any other rights that any of the Purchasing Entities or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any of the following, excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of a Special Indemnified Party, (b) recourse for uncollectible Receivables and (c) any Excluded Taxes:
Servicer Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Servicer agrees to indemnify the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts incurred by such Indemnified Party by reason of any acts or omissions of the Servicer in its capacity as Servicer and related to any Transaction Document, the transactions contemplated thereby or any certificate or other written material delivered by the Servicer pursuant hereto or thereto, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party and (b) resulting from the performance of the Collateral Obligations. Indemnification under this Section 16.2 shall survive the termination of this Agreement and the resignation or removal of any Indemnified Party and shall include reasonable and documented fees and out-of-pocket expenses of counsel and reasonable and documented out-of-pocket expenses of litigation.
Servicer Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to this Agreement or the ownership, servicing or funding of any Undivided Interest or in respect of any Receivable or any Contract, EXCLUDING, HOWEVER, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party and (b) recourse (except as otherwise specifically provided in this Agreement) for Defaulted Receivables and delinquent receivables. Without limiting the foregoing, the Servicer shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to:
Servicer Indemnity. The Subservicer hereby agrees to indemnify the Servicer (the “Servicer Indemnified Party”) forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (“Servicer Indemnified Amounts”) awarded against or incurred by such Servicer Indemnified Party arising out of or relating to (a) actions taken or omitted by the Subservicer with respect to the Receivables, including the failure of the Subservicer to perform its obligations in accordance with the provisions of this Subservicing Agreement, excluding, however, Servicer Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from the negligence, bad faith or willful misconduct on the part of the Servicer Indemnified Party and (b) the breach of any representation or warranty made by the Subservicer under this Agreement.
Servicer Indemnity. The Servicer shall indemnify the Trust Fund against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising from claims or actions that were caused by or resulted from the failure of the Servicer to perform its duties and to service the Mortgage Loans in accordance with the terms of this Agreement, the Servicer's willful misfeasance, bad faith or negligence or its negligent disregard of its obligations.
Servicer Indemnity. (1) The initial Servicer will indemnify the Trust and its agents and save them harmless from and against any and all Losses arising out of or as a result of:
