Custodian’s Indemnification. The Servicer, in its capacity as custodian, shall indemnify and hold harmless the Trust, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including legal fees if any) of any kind whatsoever that may be imposed on, incurred, or asserted against the Trust, the Owner Trustee and the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any act or omission by the Servicer relating to the maintenance and custody of the Receivable Files; provided, however, that the Servicer shall not be liable hereunder to the Owner Trustee to the extent, but only to the extent, that such liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith, or negligence of the Owner Trustee and shall not be liable hereunder to the Indenture Trustee to the extent, but only to the extent, that such liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith, or negligence of the Indenture Trustee.
Appears in 30 contracts
Samples: Sale and Servicing Agreement (Mmca Auto Owner Trust 2001-3), Sale and Servicing Agreement (Mmca Auto Owner Trust 2002-4), Sales Contracts (Mmca Auto Receivables Trust)
Custodian’s Indemnification. The Servicer, in its capacity as custodian, shall indemnify and hold harmless the TrustIssuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including legal fees if any) of any kind whatsoever that may be imposed on, incurred, or asserted against the TrustIssuer, the Owner Trustee and the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any act or omission by the Servicer relating to the maintenance and custody of the Receivable Files; provided, however, that the Servicer shall not be liable hereunder to the Owner Trustee to the extent, but only to the extent, that such liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith, or negligence of the Owner Trustee and shall not be liable hereunder to the Indenture Trustee to the extent, but only to the extent, that such liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith, or negligence of the Indenture Trustee.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Mmca Auto Receivables Inc), Sale and Servicing Agreement (Mmca Auto Receivables Inc)
Custodian’s Indemnification. The Servicer, in its capacity as custodian, shall indemnify and hold harmless the TrustIssuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including legal fees if any) of any kind whatsoever that may be imposed on, incurred, or asserted against the TrustIssuer, the Owner Trustee and the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any act or omission by the Servicer relating to the maintenance and custody of the Receivable Files; providedPROVIDED, howeverHOWEVER, that the Servicer shall not be liable hereunder to the Owner Trustee to the extent, but only to the extent, that such liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith, or negligence of the Owner Trustee and shall not be liable hereunder to the Indenture Trustee to the extent, but only to the extent, that such liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith, or negligence of the Indenture Trustee.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Mmca Auto Receivables Inc)