Indemnification of the Custodian. 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 or 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 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 that such liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Indenture Trustee.
Indemnification of the Custodian. 6.1 The Trust and Bank hereby agree that Custodian is released from any and all liabilities to the Trust and Bank arising from the terms of this Agreement and the compliance of Custodian with the terms hereof, except to the extent that such liabilities arise from Custodian's gross negligence or willful misconduct. In no event shall Custodian be liable under this Agreement to the Trust or Bank or any Person claiming by through or under the Trust or Bank for consequential or special damages, even if Custodian has been advised of the possibility or likelihood of such damages. This provision shall survive the termination of this Agreement.
6.2 As between the Trust and Custodian, Custodian shall be and remains entitled to all of the rights, indemnities, powers, and protections in its favor under the Custody Agreement, which shall apply fully to Custodian's actions and omissions hereunder. This provision shall survive the termination of this Agreement. In addition to such the rights, indemnities, powers, and protections set forth in the Custody Agreement, Trust hereby agrees to hold harmless, indemnify, and defend Custodian, and its affiliates, successors, assigns, officers, directors, employees, and agents, against all losses, liabilities, claims, litigation, demands, suits, costs (including reasonable attorneys' fees), disbursements, or expenses incurred as a result of the assertion of any claim by any person or entity arising out of or otherwise arising from or in connection with or related to this Agreement, including any that may be incurred in performing its duties or responsibilities pursuant to the terms of this Agreement, except to the extent the losses, liabilities, claims, litigation, demands, suits, costs, disbursements, or expenses are a direct result of Custodian's gross negligence or willful misconduct.
6.3 As between Custodian and Bank, Bank will hold harmless, indemnify, and defend Custodian, and its affiliates, successors, assigns, officers, directors, employees, and agents, against all losses, liabilities, claims, litigation, demands, suits, costs, disbursements, or expenses arising out of entitlement orders and any other instructions given by Bank to Custodian under this Agreement or actions taken by Custodian in compliance with entitlement orders originated by Bank, or otherwise following instructions of Bank hereunder, including reasonable attorneys' fees and disbursements, except to the extent the losses, liabilities, claims, litigation, d...
Indemnification of the Custodian. Vanderbilt agrees to indemnify the Custodian for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever (including reasonable attorneys fees) which may be imposed on, incurred or asserted against the Custodian as the result of any act or omission in any way relating to the maintenance and custody by the Custodian of the Files; provided, however, that Vanderbilt shall not be liable for any portion of any such amount resulting from the gross negligence or wilful misconduct of the Custodian.
Indemnification of the Custodian. MRFC agrees to indemnify and hold harmless the Custodian and its directors, officers, employees, agents and nominees from all taxes (except taxes on the net income of the Custodian, its agents and its nominees), charges, expenses, assessments, claims and liabilities (including reasonable legal fees and expenses) incurred by any of them in connection with the performance of this Agreement, except such as may arise from any negligent action, negligent failure to act or willful misconduct on the part of the indemnified entity.
Indemnification of the Custodian. To the extent permitted by NI 81-102 (whether or not a Fund is governed by NI 81-102) and Applicable Law, the Custodian, its directors, officers, and employees (collectively, the “Indemnified Parties”), shall at all times be indemnified and saved harmless by the applicable Fund(s) on a several basis from and against all taxes, duties, charges, costs, reasonably incurred expenses, damages, claims, actions, demands and any other liability whatsoever to which the Indemnified Parties, or any of them, may become subject, including reasonably incurred legal fees and expenses but excluding consequential damages (collectively, “Losses”), in respect of anything done or omitted to be done in connection with this Agreement, except to the extent occasioned by the negligence, wilful misconduct, fraud or lack of good faith of any Indemnified Party or a failure of an Indemnified Party to meet the standard of care described in Section 4.1. For greater certainty, the foregoing does not make the commencement of formal legal proceedings a precondition for indemnification hereunder. If, at the Client’s request, any Indemnified Party should agree to appear in, prosecute, defend or otherwise act in relation to any process or proceeding, either in its own name or in the name of its nominee, that Indemnified Party shall first be indemnified to its satisfaction.
Indemnification of the Custodian. The Servicer, in its capacity as custodian, shall indemnify and hold harmless the Backup Servicer, 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 Backup Servicer, the Trust, the Owner Trustee or 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 Backup Servicer, the Owner Trustee or the Indenture Trustee, as applicable, 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 Backup Servicer, the Owner Trustee or the Indenture Trustee, as applicable.
Indemnification of the Custodian. Without prejudice to any other right of indemnity to which the Custodian is entitled under applicable law, but subject to Clause 0, the Client shall indemnify the Custodian and its directors, officers, employees or shareholders and keep each of them indemnified against all Liabilities to which they or a nominee company controlled by the Custodian may be or become subject or which may be incurred by any of them in the discharge or purported discharge of any of the Custodian’s functions under this Schedule or in respect of any other matter or thing done or omitted in any way relating to this Schedule (including all Liabilities incurred in disputing or defending any of the foregoing).
Indemnification of the Custodian. The Pledgor hereby agrees to indemnify, defend and hold harmless the Custodian, its directors, officers, agents and employees (collectively, “Indemnified Parties”) against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including without limitation, any and all court costs and reasonable attorney’s fees, arising out of or in connection with this Agreement except to the extent occurring as a result of the Custodian’s negligence, gross negligence or willful misconduct and except as otherwise specifically provided in this Section. To the extent permitted by applicable law, the Secured Party hereby agrees to indemnify, defend and hold harmless the Indemnified Parties against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including without limitation, any and all court costs and reasonable attorney’s fees arising out of or in connection with the Custodian’s acting in accordance with Authorized Instructions of the Secured Party and in failing to act in the absence thereof, except to the extent occurring as a result of the Custodian’s negligence, gross negligence or willful misconduct. This provision shall survive the termination of the Agreement.
Indemnification of the Custodian. The Client hereby agrees to indemnify and hold harmless the Custodian, its directors, officers, agents and employees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including, without limitation, any and all court costs and reasonable attorney’s fees, in any way related to or arising out of or in connection with this Agreement or any action taken or not taken pursuant hereof, except to the extent that the same result from the Custodian’s gross negligence, wilful misconduct or fraud.
Indemnification of the Custodian. To the extent permitted by NI 81-102 and Applicable Law, the Custodian, its directors, officers and employees (each a “Custodian Indemnified Party” or collectively, the “Custodian Indemnified Parties”, as the context herein shall require), shall at all times be indemnified and saved harmless by the applicable Fund(s) on a several basis and, to the extent that the Property of a Fund is not sufficient for such purpose, by the Client, from and against all legal fees, judgments and amounts paid in settlement, actually and reasonably incurred by the Custodian Indemnified Party (collectively, “Losses”), in respect of anything done or omitted to be done in connection with this Agreement, except to the extent occasioned by the negligence, wilful misconduct, fraud or lack of good faith of any Custodian Indemnified Party or a failure of a Custodian Indemnified Party to meet the standard of care described in Section 4.1. For the avoidance of doubt with respect to this Section 4.4, the Losses of a Fund shall be applicable to that Fund or the Client in respect of that Fund and no recourse for the Losses of that Fund shall apply to any other Fund or the Client in respect of any other Fund. For greater certainty, the foregoing does not make the commencement of formal legal proceedings a precondition for indemnification hereunder. If, at the Client’s request, any Custodian Indemnified Party should agree to appear in, prosecute, defend or otherwise act in relation to any process or proceeding, either in its own name or in the name of its nominee, that Custodian Indemnified Party shall first be indemnified to its satisfaction.
