Indemnification for Servicing Sample Clauses

Indemnification for Servicing. The Servicer will indemnify each Titling Company, each Holding Company, the Administrative Agent, the Collateral Agent, the Lender, the Issuer, the Owner Trustee, the Indenture Trustee, the 2018-B Exchange Noteholder and their officers, directors, employees and agents (each, an “Indemnified Person”) for all fees, expenses, losses, damages and liabilities resulting from the Servicer’s (including in its capacity as Custodian) willful misconduct, bad faith or negligence in performing its obligations under the Transaction Documents (including the fees and expenses of defending themselves against any loss, damage or liability and any fees and expenses incurred in connection with any proceedings brought by the Indemnified Person to enforce the Servicer’s indemnification obligations).
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Indemnification for Servicing. The Servicer will indemnify each Titling Company, the Holders of the Collateral Specified Interest Certificates, the Administrative Agent, the Collateral Agent, the Lender, the Issuer, the Owner Trustee, the Indenture Trustee, the 20 - Exchange Noteholder and their officers, directors, employees and agents (each, an “Indemnified Person”) for all fees, expenses, losses, damages and liabilities resulting from the Servicer’s (including in its capacity as Custodian) willful misconduct, bad faith or negligence in performing its obligations under the Transaction Documents (including the fees and expenses of defending themselves against any loss, damage or liability and any fees and expenses incurred in connection with any proceedings brought by the Indemnified Person to enforce the Servicer’s indemnification obligations).

Related to Indemnification for Servicing

  • COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE 24 Section 8.1 Owner Trustee’s Fees and Expenses 24 Section 8.2 Indemnification 24 Section 8.3 Payments to the Owner Trustee 25 ARTICLE IX TERMINATION 25 Section 9.1 Termination of Trust Agreement 25 ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 26 Section 10.1 Eligibility Requirements for Owner Trustee 26 Section 10.2 Resignation or Removal of Owner Trustee 26 Section 10.3 Successor Owner Trustee 27 Section 10.4 Merger or Consolidation of Owner Trustee 28 Section 10.5 Appointment of Co-Trustee or Separate Trustee 28 ARTICLE XI MISCELLANEOUS 29 Section 11.1 Supplements and Amendments 29 Section 11.2 No Legal Title to Owner Trust Estate in Certificateholders 31 Section 11.3 Limitation on Rights of Others 31 Section 11.4 Notices 31 Section 11.5 Severability 32 Section 11.6 Separate Counterparts 32 Section 11.7 Successors and Assigns 32 Section 11.8 Covenants of the Depositor 32 Section 11.9 No Petition 32 Section 11.10 No Recourse 32 Section 11.11 Headings 33 Section 11.12 Governing Law; Waiver of Jury Trial 33 Section 11.13 Depositor Payment Obligation 33 Section 11.14 Certificates Nonassessable and Fully Paid 33 Section 11.15 Ratification of Prior Actions 33 Section 11.16 Legal Fees Associated with Indemnification 33 Section 11.17 FinCEN Compliance 33 EXHIBITS EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1, 2019 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

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