Common use of Indemnification by the Servicer, the Special Servicer and the Depositor Clause in Contracts

Indemnification by the Servicer, the Special Servicer and the Depositor. (a) Each of the Servicer, the Special Servicer and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust that arise out of or are based upon (i) a breach of any material representation or warranty by the Servicer, the Special Servicer or the Depositor, as applicable, or any breach by the Servicer, the Special Servicer or the Depositor, as the case may be, of its obligations to the Trust or the Trust Interest Owners under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, but not limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part of the Servicer, the Special Servicer or the Depositor, as the case may be, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement. (b) Each of the Servicer, the Special Servicer and the Depositor (each, in such indemnifying capacity and for purposes of this Section 6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, each Companion Loan Holder and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section 6.6(b), an “Indemnified Party”), and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses (including reasonable attorneys’ fees incurred in connection with any legal action related to such Indemnifying Party’s negligence, bad faith or willful misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by such Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder. Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor, the Servicer or the Special Servicer of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.

Appears in 17 contracts

Samples: Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2021-C9), Trust and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust)

AutoNDA by SimpleDocs

Indemnification by the Servicer, the Special Servicer and the Depositor. (a) Each of the Servicer, the Special Servicer and the DepositorDepositor (each, for the purposes of this Section 6.6 only, an “Indemnifying Party”), severally and not jointly, shall indemnify and hold harmless the Trust Trust, the Certificate Administrator, the Companion Loan Holders and the Trustee from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust Trust, the Certificate Administrator or the Trustee (each, for the purposes of this Section 6.6 only, an “Indemnified Party”) in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) that arise out of or are based upon (i) a breach of any material representation or warranty by the Servicer, the Special Servicer or the Depositor, as applicable, or any breach by the Servicer, the Special Servicer or the Depositor, as the case may be, of its obligations to the Trust or the Trust Interest Owners Certificateholders under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, but not limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part of the Servicer, the Special Servicer or the Depositor, as the case may be, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement. (b) Each of the Servicer, the Special Servicer and the Depositor (each, in such indemnifying capacity and for purposes of this Section 6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, each Companion Loan Holder and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trusteeseverally and not jointly, the Certificate Administrator and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section 6.6(b), an “Indemnified Party”), shall indemnify and hold them harmless the Companion Loan Holders from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs and expenses (including reasonable attorneys’ fees incurred that the Companion Loan Holders may sustain in connection with any legal action related to such Indemnifying Partythis Agreement that arise out of or are based upon the Servicer’s negligenceor the Special Servicer’s, as the case may be, willful misconduct, bad faith or willful misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct negligence in the performance of duties its obligations hereunder or by reason of negligent disregard of its obligations and duties hereunder by such Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder. Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor, the Servicer or the Special Servicer of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.

Appears in 6 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2019-C17), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C4)

Indemnification by the Servicer, the Special Servicer and the Depositor. (a) Each of the Servicer, the Special Servicer and the DepositorDepositor (each, for purposes of this Section 6.6 only, an “Indemnifying Party”), severally and not jointly, shall indemnify and hold harmless the Trust Trust, the Certificate Administrator and the Trustee (each, for purposes of this Section 6.6 only, an “Indemnified Party”) from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust Trust, the Certificate Administrator or the Trustee (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) that arise out of or are based upon (i) a breach of any material representation or warranty by the Servicer, the Special Servicer or the Depositor, as applicable, or any breach by the Servicer, the Special Servicer or the Depositor, as the case may be, of its obligations representations and warranties to the Trust or the Trust Interest Owners Certificateholders under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, but not limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part of the Servicer, the Special Servicer or the Depositor, as the case may be, in the performance of such its obligations and duties or its negligent disregard of its obligations and duties under this Agreement. (b) Each of the Servicer, the Special Servicer and the Depositor (each, in such indemnifying capacity and for purposes of this Section 6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, each Companion Loan Holder and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trusteeseverally and not jointly, the Certificate Administrator and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section 6.6(b), an “Indemnified Party”), shall indemnify and hold them harmless the Senior Pari Passu Companion Loan Holders from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs and expenses (including reasonable attorneys’ fees incurred that the Senior Pari Passu Companion Loan Holders may sustain in connection with any legal action related to such Indemnifying Partythis Agreement that arise out of or are based upon the Servicer’s negligenceor the Special Servicer’s, as the case may be, willful misconduct, bad faith or willful misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct negligence in the performance of duties its obligations hereunder or by reason of negligent disregard of its obligations and duties hereunder by such Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder. Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor, the Servicer or the Special Servicer of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.

Appears in 5 contracts

Samples: Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P6), Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)

Indemnification by the Servicer, the Special Servicer and the Depositor. (a) Each of the Servicer, the Special Servicer and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust that arise out of or are based upon (i) a breach of any material representation or warranty by the Servicer, the Special Servicer or the Depositor, as applicable, or any breach by the Servicer, the Special Servicer or the Depositor, as the case may be, of its obligations to the Trust or the Trust Interest Owners Certificateholders under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, including but not limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part of the Servicer, the Special Servicer or the Depositor, as the case may be, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement. For so long as Xxxxx Fargo Bank, National Association is serving as Servicer hereunder, any knowledge by the Servicer in one capacity hereunder will not be deemed to impute knowledge unto the Servicer in any of its other capacities hereunder, other than where the role is performed by the same group or division within Xxxxx Fargo Bank, National Association or otherwise share the same Servicing Officers, and any knowledge by an affiliate of Xxxxx Fargo Bank, National Association shall not be imputed to Xxxxx Fargo Bank, National Association in any of its respective capacities hereunder and vice versa. (b) Each of the Servicer, the Special Servicer and the Depositor Depositor, severally and not jointly, shall indemnify and hold harmless the Certificate Administrator (in each of its capacities hereunder), the Trustee, the Companion Loan Holders, and their respective Affiliates, directors, officers, employees and agents (each, in such indemnifying capacity and for purposes of this Section 6.6(b)) only, an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, each Companion Loan Holder and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section 6.6(b), an “Indemnified Party”), and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses (including reasonable attorneys’ fees incurred in connection with any legal action related to such Indemnifying Party’s negligence, bad faith or willful misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by such Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder. Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor, the Servicer or the Special Servicer of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.an

Appears in 3 contracts

Samples: Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)

Indemnification by the Servicer, the Special Servicer and the Depositor. (a) Each of the Servicer, the Special Servicer and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust that arise out of or are based upon (i) a breach of any material representation or warranty by the Servicer, the Special Servicer or the Depositor, as applicablethe case may be, or any breach by the Servicer, the Special Servicer or the Depositor, as the case may be, of its obligations to the Trust or the Trust Interest Owners under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, but not limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part of the Servicer, the Special Servicer or the Depositor, as the case may be, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement. (b) Each of the Servicer, the Special Servicer and the Depositor (each, in such indemnifying capacity and for purposes of this Section 6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, each Companion Loan Holder and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section 6.6(b), an “Indemnified Party”), and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses (including reasonable attorneys’ fees incurred in connection with any legal action related to such Indemnifying Party’s negligence, bad faith or willful misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by such Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder. Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor, the Servicer or the Special Servicer of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.

Appears in 3 contracts

Samples: Trust and Servicing Agreement (Benchmark 2024-V10 Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2024-5c29), Trust and Servicing Agreement (Bank5 2024-5yr9)

Indemnification by the Servicer, the Special Servicer and the Depositor. (a) Each of the Servicer, the Special Servicer and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust Trust, the Certificate Administrator, the Companion Loan Holders and the Trustee from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust Trust, the Certificate Administrator or the Trustee (each, for the purposes of this Section 6.6 only, an “Indemnified Party”) in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) that arise out of or are based upon (i) a breach of any material representation or warranty by the Servicer, the Special Servicer or the Depositor, as applicable, or any breach by the Servicer, the Special Servicer or the Depositor, as the case may be, of its obligations to the Trust or the Trust Interest Owners Certificateholders under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, but not limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part of the Servicer, the Special Servicer or the Depositor, as the case may be, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement. (b) Each of the Servicer, the Special Servicer and the Depositor (each, in such indemnifying capacity and for purposes of this Section 6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, each Companion Loan Holder and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trusteeseverally and not jointly, the Certificate Administrator and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section 6.6(b), an “Indemnified Party”), shall indemnify and hold them harmless the Companion Loan Holders from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs and expenses (including reasonable attorneys’ fees incurred that the Companion Loan Holders may sustain in connection with any legal action related to such Indemnifying Partythis Agreement that arise out of or are based upon the Servicer’s negligenceor the Special Servicer’s, as the case may be, willful misconduct, bad faith or willful misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct negligence in the performance of duties its obligations hereunder or by reason of negligent disregard of its obligations and duties hereunder by such Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder. Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor, the Servicer or the Special Servicer of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C3)

Indemnification by the Servicer, the Special Servicer and the Depositor. (a) Each of the Servicer, the Special Servicer and the DepositorDepositor (each, for the purposes of this Section 6.6 only, an “Indemnifying Party”), severally and not jointly, shall indemnify and hold harmless the Trust Trust, the Certificate Administrator, the Companion Loan Holders and the Trustee from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust Trust, the Certificate Administrator or the Trustee (each, for the purposes of this Section 6.6 only, an “Indemnified Party”) in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) that arise out of or are based upon (i) a breach of any material representation or warranty by the Servicer, the Special Servicer or the Depositor, as applicable, or any breach by the Servicer, the Special Servicer or the Depositor, as the case may be, of its obligations to the Trust or the Trust Interest Owners Certificateholders under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, including but not limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part of the Servicer, the Special Servicer or the Depositor, as the case may be, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement. (b) Each of the Servicer, the Special Servicer and the Depositor (each, in such indemnifying capacity and for purposes of this Section 6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, each Companion Loan Holder and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trusteeseverally and not jointly, the Certificate Administrator and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section 6.6(b), an “Indemnified Party”), shall indemnify and hold them harmless the Companion Loan Holders from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs and expenses (including reasonable attorneys’ fees incurred that the Companion Loan Holders may sustain in connection with any legal action related to such Indemnifying Partythis Agreement that arise out of or are based upon the Servicer’s negligenceor the Special Servicer’s, as the case may be, willful misconduct, bad faith or willful misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct negligence in the performance of duties its obligations hereunder or by reason of negligent disregard of its obligations and duties hereunder by such Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder. Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor, the Servicer or the Special Servicer of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (Bank 2020-Bnk25), Trust and Servicing Agreement (Bank 2019-Bnk23)

Indemnification by the Servicer, the Special Servicer and the Depositor. (a) Each of the Servicer, the Special Servicer and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust that arise out of or are based upon (i) a breach of any material representation or warranty by the Servicer, the Special Servicer or the Depositor, as applicable, or any breach by the Servicer, the Special Servicer or the Depositor, as the case may be, of its obligations to the Trust or the Trust Interest Owners Certificateholders under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, but not limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part of the Servicer, the Special Servicer or the Depositor, as the case may be, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement. (b) Each of the Servicer, the Special Servicer and the Depositor (each, in such indemnifying capacity and for purposes of this Section 6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, each Companion Loan Holder and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section 6.6(b), an “Indemnified Party”), and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses (including reasonable attorneys’ fees incurred in connection with any legal action related to such Indemnifying Party’s negligence, bad faith or willful misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by such Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder. Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor, the Servicer or the Special Servicer of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)

AutoNDA by SimpleDocs

Indemnification by the Servicer, the Special Servicer and the Depositor. (a) Each of the Servicer, the Special Servicer and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust Trust, the Certificate Administrator, the Trustee and the Companion Loan Holders from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust Trust, the Certificate Administrator or the Trustee (each, for the purposes of this Section 6.6 only, an “Indemnified Party”) in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) that arise out of or are based upon (i) a breach of any material representation or warranty by the Servicer, the Special Servicer or the Depositor, as applicable, or any breach by the Servicer, the Special Servicer or the Depositor, as the case may be, of its obligations to the Trust or the Trust Interest Owners Certificateholders under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, but not limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part of the Servicer, the Special Servicer or the Depositor, as the case may be, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement. (b) Each of the Servicer, the Special Servicer and the Depositor (each, in such indemnifying capacity and for purposes of this Section 6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, each Companion Loan Holder and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trusteeseverally and not jointly, the Certificate Administrator and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section 6.6(b), an “Indemnified Party”), shall indemnify and hold them harmless the Companion Loan Holders from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs and expenses (including reasonable attorneys’ fees incurred that the Companion Loan Holders may sustain in connection with any legal action related to such Indemnifying Partythis Agreement that arise out of or are based upon the Servicer’s negligenceor the Special Servicer’s, as the case may be, willful misconduct, bad faith or willful misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct negligence in the performance of duties its obligations hereunder or by reason of negligent disregard of its obligations and duties hereunder by such Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder. Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor, the Servicer or the Special Servicer of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (CSAIL 2018-C14 Commercial Mortgage Trust), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2018-C12)

Indemnification by the Servicer, the Special Servicer and the Depositor. (a) Each of the Servicer, the Special Servicer and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust that arise out of or are based upon (i) a breach of any material representation or warranty by the Servicer, the Special Servicer or the Depositor, as applicable, or any breach by the Servicer, the Special Servicer or the Depositor, as the case may be, of its obligations to the Trust or the Trust Interest Owners Certificateholders under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, including but not limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part of the Servicer, the Special Servicer or the Depositor, as the case may be, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement. (b) Each of the Servicer, the Special Servicer and the Depositor Depositor, severally and not jointly, shall indemnify and hold harmless the Certificate Administrator (in each of its capacities hereunder) and the Trustee and their respective Affiliates, directors, officers, employees and agents (each, in such indemnifying capacity and for purposes of this Section 6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, each Companion Loan Holder and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section 6.6(b)only, an “Indemnified Party”), ) from and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs costs, fees and expenses (including reasonable attorneys’ fees incurred that the Indemnified Party may sustain in connection with any legal action related to such Indemnifying Partythis Agreement that arise out of or are based upon the Servicer’s, the Special Servicer’s negligenceor the Depositor’s, as the case may be, willful misconduct, bad faith faith, fraud or willful misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct negligence in the performance of its obligations and duties hereunder or by reason of negligent disregard of its obligations and duties hereunder by such Indemnifying Party other than hereunder. (c) Each of the Servicer and the Special Servicer, severally and not jointly, shall indemnify and hold harmless the Companion Loan Holders and their respective Affiliates, directors, officers, employees and agents (each, for purposes of this Section 6.6(c) only, an “Indemnified Party”) from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs costs, fees and expenses incurred by reason that the Indemnified Party may sustain in connection with this Agreement that arise out of negligenceor are based upon the Servicer’s or the Special Servicer’s, as the case may be, willful misconduct, bad faith faith, fraud or willful misconduct negligence in the performance of any of such Indemnified Party’s its obligations and duties hereunder or by reason of negligent disregard of such its obligations and duties hereunder. Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor, the Servicer or the Special Servicer of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Deutsche Mortgage & Asset Receiving Corp)

Indemnification by the Servicer, the Special Servicer and the Depositor. (a) Each of the Servicer, the Special Servicer and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust Trust, the Certificate Administrator and the Trustee from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust Trust, the Certificate Administrator or the Trustee (each, for the purposes of this Section 6.6 only, an “Indemnified Party”) in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) that arise out of or are based upon (i) a breach of any material representation or warranty by the Servicer, the Special Servicer or the Depositor, as applicable, or any breach by the Servicer, the Special Servicer or the Depositor, as the case may be, of its obligations to the Trust or the Trust Interest Owners Certificateholders under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, but not limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part of the Servicer, the Special Servicer or the Depositor, as the case may be, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement. (b) Each of the Servicer, the Special Servicer and the Depositor (each, in such indemnifying capacity and for purposes of this Section 6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, each Companion Loan Holder and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trusteeseverally and not jointly, the Certificate Administrator and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section 6.6(b), an “Indemnified Party”), shall indemnify and hold them harmless the Companion Loan Holders from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs and expenses (including reasonable attorneys’ fees incurred that the Companion Loan Holders may sustain in connection with any legal action related to such Indemnifying Partythis Agreement that arise out of or are based upon the Servicer’s negligenceor the Special Servicer’s, as the case may be, willful misconduct, bad faith or willful misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct negligence in the performance of duties its obligations hereunder or by reason of negligent disregard of its obligations and duties hereunder by such Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder. Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor, the Servicer or the Special Servicer of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.

Appears in 1 contract

Samples: Trust and Servicing Agreement (CSAIL 2017-Cx10 Commercial Mortgage Trust)

Indemnification by the Servicer, the Special Servicer and the Depositor. (a) Each of the Servicer, the Special Servicer and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses (which for the avoidance of doubt include reasonable legal fees and expenses related to the enforcement of this indemnity) and related costs, judgments and other costs and expenses incurred by the Trust that arise out of or are based upon (i) a breach of any material representation or warranty by the Servicer, the Special Servicer or the Depositor, as applicablethe case may be, or any breach by the Servicer, the Special Servicer or the Depositor, as the case may be, of its obligations to the Trust or the Trust Interest Owners Certificateholders under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, but not limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part of the Servicer, the Special Servicer or the Depositor, as the case may be, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement. (b) Each of the Servicer, the Special Servicer and the Depositor (each, in such indemnifying capacity and for purposes of this Section 6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, each Companion Loan Holder Holder, and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section 6.6(b), an “Indemnified Party”), and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (which for the avoidance of doubt include reasonable legal fees and expenses related to the enforcement of this indemnity) and related costs, judgments or other costs and expenses (including reasonable attorneys’ fees incurred in connection with any legal action related to such Indemnifying Party’s negligence, bad faith or willful misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by such Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder. Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor, the Servicer or the Special Servicer of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.by

Appears in 1 contract

Samples: Trust and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)

Indemnification by the Servicer, the Special Servicer and the Depositor. (a) Each of the Servicer, the Special Servicer and the DepositorDepositor (each, for the purposes of this Section 6.6 only, an “Indemnifying Party”), severally and not jointly, shall indemnify and hold harmless the Trust Trust, the Certificate Administrator, any Companion Loan Holders and the Trustee from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust Trust, the Certificate Administrator or the Trustee (each, for the purposes of this Section 6.6 only, an “Indemnified Party”) in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) that arise out of or are based upon (i) a breach of any material representation or warranty by the Servicer, the Special Servicer or the Depositor, as applicable, or any breach by the Servicer, the Special Servicer or the Depositor, as the case may be, of its obligations to the Trust or the Trust Interest Owners Certificateholders under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, including but not limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part of the Servicer, the Special Servicer or the Depositor, as the case may be, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement. (b) Each of the Servicer, the Special Servicer and the Depositor (each, in such indemnifying capacity and for purposes of this Section 6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, each Companion Loan Holder and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trusteeseverally and not jointly, the Certificate Administrator and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section 6.6(b), an “Indemnified Party”), shall indemnify and hold them harmless any Companion Loan Holders from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments or judgments, and any other costs and expenses (including reasonable attorneys’ fees incurred that such Companion Loan Holder may sustain in connection with any legal action related to such Indemnifying Partythis Agreement that arise out of or are based upon the Servicer’s negligenceor the Special Servicer’s, as the case may be, willful misconduct, bad faith or willful misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct negligence in the performance of duties its obligations hereunder or by reason of negligent disregard of its obligations and duties hereunder by such Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder. Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor, the Servicer or the Special Servicer of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Bank 2020-Bnk26)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!