Common use of Indemnification by the Transferor and the Servicer Clause in Contracts

Indemnification by the Transferor and the Servicer. (a) The Transferor shall indemnify and hold harmless each Owner, the Administrative Agent, their respective Affiliates and their respective officers, directors, employees, stockholders, agents and representatives, against any and all losses, claims, damages, liabilities or reasonable expenses (including legal and accounting fees) (collectively, "Losses"), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with or otherwise with respect to any breach of any representation or warranty of the Transferor set forth in this Agreement, the Supplement or the Pooling and Servicing Agreement or in any certificate delivered pursuant hereto or thereto; provided, however, that the Transferor shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for (i) any Losses incurred for or on account of or arising from or in connection with or otherwise with respect to any breach of any representation or warranty set forth in the Pooling and Servicing Agreement a remedy for the breach of which is provided in Section 2.05 or 2.06 of the Pooling and Servicing Agreement or (ii) any Losses asserted by any such Person constituting indirect or consequential damages incurred by such Person.

Indemnification by the Transferor and the Servicer. (a) The Transferor shall indemnify and hold harmless each Owner, the Administrative Agent, their respective Affiliates and their respective officers, directors, employees, stockholders, agents and representatives, against any and all losses, claims, damages, liabilities or reasonable expenses (including legal and accounting fees) (collectively, "Losses"), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with or otherwise with respect to any breach of any representation or warranty of the Transferor set forth in this Agreement, the Supplement or the Pooling and Servicing Agreement or in any certificate delivered pursuant hereto or thereto; provided, however, that the Transferor shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for (i) any Losses incurred for or on account of or arising from or in connection with or otherwise with respect to any breach of any representation or warranty set forth in the Pooling and Servicing Agreement a remedy for the breach of which is provided in Section 2.05 or 2.06 of the Pooling and Servicing Agreement or (ii) any Losses asserted by any such Person constituting indirect or consequential damages incurred by such Person.