Indemnification by Servicer Sample Clauses
The "Indemnification by Servicer" clause requires the servicer to compensate or protect the other party from losses, damages, or liabilities arising from the servicer's actions or omissions. Typically, this means if the servicer breaches the agreement, acts negligently, or causes third-party claims, they must cover the resulting costs, such as legal fees or settlements. This clause's core function is to allocate risk by ensuring the servicer bears responsibility for their own conduct, thereby protecting the other party from financial harm due to the servicer's mistakes or misconduct.
Indemnification by Servicer. The Servicer shall indemnify and hold harmless the Trustee and the Depositor and their respective officers, directors, agents and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or Affiliates of its obligations under Sections 3.17, 3.18 and 3.20, any material misstatement or omission in any documents prepared thereunder (to the extent the Servicer is responsible for providing information or calculating amounts included in such information), the failure of such Servicer or any related Sub-Servicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to Section 3.18 or Annual Statement of Compliance required pursuant to Section 3.17, as applicable, or any material misstatement or omission contained in any Assessment of Compliance, Accountant's Attestation or Annual Statement as to Compliance provided on its behalf pursuant to Section 3.18 or 3.17, as applicable, or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the indemnified parties, then the Servicer agrees that it shall contribute to the amount paid or payable by the indemnified parties as a result of the losses, claims, damages or liabilities of the indemnified parties in such proportion as is appropriate to reflect the relative fault of the Servicer on the one hand and the indemnified parties on the other.
Indemnification by Servicer. The Servicer shall indemnify the Asset Representations Reviewer against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the administration of this Agreement and the performance of its duties hereunder. The Asset Representations Reviewer shall notify the Servicer promptly of any claim for which it may seek indemnity. Failure by the Asset Representations Reviewer to so notify the Servicer shall not relieve the Servicer of its obligations hereunder. The Servicer shall defend any such claim, and the Asset Representations Reviewer may have separate counsel and the Servicer shall pay the fees and expenses of such counsel. The Servicer shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Asset Representations Reviewer arising out of or resulting from the Asset Representations Reviewer’s own bad faith, negligence, willful misfeasance or breach of this Agreement. The Servicer’s obligations under this Section 5.02 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.
Indemnification by Servicer. The initial Servicer agrees to indemnify, defend and hold harmless the Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as such, in its individual capacity and in its capacity as Successor Servicer) and any Successor Servicer (as such and in its individual capacity) and each of their officers, directors, employees and agents for and from and against any and all claims, losses, penalties, fines, forfeitures, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees and related costs and any other reasonable costs, fees and expenses that such Person may sustain as a result of the Servicer’s fraud or the failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from gross negligence, willful misconduct or fraud by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereof. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder to...
Indemnification by Servicer. 110 SECTION 3.23. Prepayment Charge Reporting Requirements............... 111 SECTION 3.24. Statements to Trustee.................................. 111 SECTION 3.25. Further Indemnification by the Servicer................ 111 SECTION 3.26. Nonsolicitation........................................ 112 SECTION 3.27. Existing Servicing Agreement........................... 112 SECTION 3.28. High Cost Mortgage Loans............................... 112 SECTION 3.29. [RESERVED]............................................. 113 ARTICLE IV DISTRIBUTIONS............................................... 113 SECTION 4.01. Advances............................................... 113 SECTION 4.02. Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls......................... 113 SECTION 4.03. Distributions on the REMIC Interests................... 114 SECTION 4.04. Distributions.......................................... 114 SECTION 4.05. Monthly Statements to Certificateholders............... 122 ARTICLE V THE CERTIFICATES............................................ 126 SECTION 5.01. The Certificates....................................... 126 SECTION 5.02. Certificate Register; Registration of Transfer and Exchange of Certificates............................... 127 SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...... 131 SECTION 5.04. Persons Deemed Owners.................................. 131 SECTION 5.05. Access to List of Certificateholders' Names and Addresses.......................................... 132 -ii- TABLE OF CONTENTS (continued) PAGE ---- SECTION 5.06. Book-Entry Certificates................................ 132 SECTION 5.07. Notices to Depository.................................. 133 SECTION 5.08. Definitive Certificates................................ 133 SECTION 5.09. Maintenance of Office or Agency........................ 133 SECTION 5.10. Pre-Funding Account.................................... 133 SECTION 5.11. Capitalized Interest Account........................... 134
Indemnification by Servicer. Servicer hereby agrees to indemnify each Indemnified Party forthwith on demand, from and against any and all Indemnified Losses awarded against or incurred by any of them that arise out of or relate to Servicer's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document. Notwithstanding the foregoing (and with respect to clause (b) below, without prejudice to the rights that such Indemnified Party may have pursuant to the other provisions of this Agreement or the provisions of any of the other Transaction Documents), in no event shall any Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or willful misconduct on the part of such Indemnified Party (or the gross negligence or willful misconduct on the part of any of such Indemnified Party's officers, directors, employees, affiliates or agents), (b) to the extent the same includes Indemnified Losses in respect of Receivables and reimbursement therefor that would constitute credit recourse to Servicer for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, (c) to the extent such Indemnified Losses are or result from lost profits (other than breakage payments or early termination payments), or (d) to the extent such Indemnified Losses are or result from taxes (including interest and penalties thereon) asserted with respect to (i) distributions on the Investor Certificates or (ii) federal or other income taxes on or measured by the net income of such Indemnified Party and costs and expenses in defending against the same. If for any reason the indemnification provided in this section is unavailable to an Indemnified Party or is insufficient to hold it harmless, then Servicer shall contribute to the amount paid by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and Servicer on the other hand, but also the relative fault of such Indemnified Party (if any) and Servicer and any other relevant equitable consideration.
Indemnification by Servicer. The Servicer agrees to indemnify, defend and hold the Indenture Trustee (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer, the Hedge Counterparties (as such and in their individual capacities) and each Securityholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other reasonable costs, fees and expenses that such Person may sustain as a result of the Servicer’s fraud or the failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from the gross negligence, willful misconduct or fraud by the Person claiming indemnification. The Servicer shall immediately notify the Indenture Trustee and the Owner Trustee if a claim is made by any party with respect to this Agreement, and the Servicer shall assume (with the consent of the indemnified party) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim.
Indemnification by Servicer. The Servicer shall indemnify and hold harmless the Assignee, its present and former directors, officers, employees and assignees (each, an “Indemnified Party”) against any and all third party claims, losses, penalties, damages, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnified Party may sustain (for avoidance of doubt, including those payable by an Indemnified Party to any third party, including affiliates of such Indemnified Party) in any way related to the failure of the Servicer to service the Mortgage Loans in compliance with the terms of the Servicing Agreement and this Agreement; provided, however, the Servicer shall not be liable hereunder with respect to (i) any action or inaction resulting from the written direction or consent of an Indemnified Party, (ii) any action or inaction resulting from an Indemnified Party’s failure to cause any Collateral File (or portion thereof) to be released to the Servicer pursuant to Sections 2.18 or 4.2(c) of the Servicing Agreement, or (iii) any action or inaction resulting from an Indemnified Party’s failure to comply with Section 5.1(b) or Section 5.6 of the Servicing Agreement.
Indemnification by Servicer. 86 SECTION 3.23. Prepayment Charge Reporting Requirements............... 87 SECTION 3.24. Statements to Trustee.................................. 87 SECTION 3.25. Further Indemnification by the Servicer................ 87 SECTION 3.26. Nonsolicitation........................................ 88 SECTION 3.27. Existing Servicing Agreement........................... 88 SECTION 3.28. High Cost Mortgage Loans............................... 88 SECTION 3.29. [RESERVED]............................................. 88 SECTION 3.30 Special Servicing Agreements........................... 88 ARTICLE IV DISTRIBUTIONS............................................... 88 SECTION 4.01. Advances............................................... 88 SECTION 4.02. Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls.................... 89 SECTION 4.03. Distributions on the REMIC Interests................... 90 SECTION 4.04. Distributions.......................................... 90 SECTION 4.05. Monthly Statements to Certificateholders............... 96
Indemnification by Servicer. (a) Servicer agrees to indemnify and hold harmless RDI, each officer, director and employee of RDI, and each person, if any, who controls RDI, within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 2.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Servicer) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities, or expenses (or actions in respect thereof) or settlements are related to Servicer's performance of, or failure to perform its duties under the Agreement and arise:
(i) by reason of the Servicer's willful misfeasance, bad faith or negligence in performance of its duties or obligations hereunder or by reason of reckless disregard of its duties or obligations hereunder;
(ii) from reasonable reliance on information furnished to RDI by Servicer or its affiliates;
(iii) as a result of any material failure by Servicer to provide the services and furnish the materials under the terms of this Agreement; or
(iv) arise out of or result from any material breach of any representation or warranty made by Servicer in this Agreement or arise out of or result from any other material breach of this Agreement by Servicer, as limited by and in accordance with the provisions of Sections 2.1(b) and 2.1(c) hereof.
Indemnification by Servicer. Servicer agrees to indemnify and hold CMI harmless from any liability, claim, loss or damage to CMI directly or indirectly resulting from Servicer's failure to observe and perform in any material respect any or all of Servicer's covenants, agreements, warranties or representations contained in this Interim Servicing Agreement, including, without limitation, any liability, claim, loss or damage resulting from litigation, proceedings, governmental investigations, orders, injunctions or decrees pending or threatened as of the Transfer Date involving any such failure.