Common use of Indemnities by Servicer Clause in Contracts

Indemnities by Servicer. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer (if LEAF Financial or one of its Affiliates) hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities and related costs and expenses (including reasonable attorneys’ fees and disbursements) (all of the foregoing being collectively referred to as “Servicer Indemnified Amounts”) suffered or sustained by any Indemnified Party as a consequence of any of the following, excluding, however, Servicer Indemnified Amounts resulting solely from (A) any gross negligence, bad faith or willful misconduct of any Indemnified Party claiming indemnification hereunder, (B) taxes (including interest and penalties imposed thereon) imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party; (C) Indemnified Amounts to the extent that they are or result from lost profits (other than principal, interest and Fees with respect to the Loans); and (D) Indemnified Amounts to the extent the same includes losses that arise solely due to Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or would constitute recourse to Servicer for such losses:

Indemnities by Servicer. (a) Without Except for Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Collateral Custodian or any of their respective Affiliates may have hereunder or under Applicable Law, and without limiting any other rights which any Indemnified Party may have hereunder or under applicable lawApplicable Law, the Servicer (if LEAF Financial or one of its Affiliates) hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities and related costs and expenses (including reasonable attorneys’ fees and disbursements) (all of the foregoing being collectively referred to as “Servicer Indemnified Amounts”) suffered , awarded against or sustained incurred by any Indemnified Party as a consequence of any acts or omissions of the followingServicer in its capacity as Servicer and related to any Transaction Document, excluding, however, the transactions contemplated hereby or thereby or any certificate or other written material delivered by the Servicer pursuant hereto or thereto; provided that Indemnified Amounts resulting shall not be available to an Indemnified Party to the extent that such Indemnified Amounts are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted solely from (A) any the gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party claiming indemnification hereunder, (B) taxes (including interest and penalties imposed thereon) imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party; (C) Indemnified Amounts to the extent that they are or result from lost profits (other than principal, interest and Fees with respect to the Loans); and (D) Indemnified Amounts to the extent the same includes losses that arise solely due to Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or would constitute recourse to Servicer for such losses:.

Indemnities by Servicer. (a) Without limiting any other rights which that any Indemnified Party such Person may have hereunder or under applicable lawApplicable Law, the Servicer (if LEAF Financial or one of its Affiliates) hereby agrees to indemnify each Indemnified Party Party, forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including reasonable attorneys’ fees and disbursements) (all Indemnified Amounts awarded against or incurred by any such Indemnified Party by reason of any acts or omissions of the foregoing being collectively referred Servicer in its capacity as Servicer constituting bad faith, willful misconduct or gross negligence in the performance of its duties hereunder and which are related to as “any Transaction Document, the transactions contemplated hereby or thereby or any certificate or other written material delivered by the Servicer pursuant hereto or thereto; provided that Indemnified Amounts”) suffered or sustained by any Amounts shall not be available to an Indemnified Party as a consequence of any of to the following, excluding, however, Servicer extent that such Indemnified Amounts resulting (i) are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted solely from (A) any the gross negligence, bad faith or willful misconduct on the part of any such Indemnified Party claiming indemnification hereunder, hereunder or (Bii) taxes (including interest and penalties imposed thereon) imposed by result from the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income uncollectibility of such Indemnified Party; (C) Indemnified Amounts any Loan due to the extent that they are or result from lost profits (other than principal, interest and Fees with respect Obligor’s financial inability to the Loans); and (D) Indemnified Amounts to the extent the same includes losses that arise solely due to Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or would constitute recourse to Servicer for such losses:pay.

Indemnities by Servicer. (axvii) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer (if LEAF Financial or one of its Affiliates) hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities and related costs and expenses (including reasonable attorneys’ fees and disbursements) (all of the foregoing being collectively referred to as “Servicer Indemnified Amounts”) suffered or sustained by any Indemnified Party as a consequence of any of the following, excluding, however, Servicer Indemnified Amounts resulting solely from (A) any gross negligence, bad faith or willful misconduct of any Indemnified Party claiming indemnification hereunder, (B) taxes (including interest and penalties imposed thereon) imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party; (C) Indemnified Amounts to the extent that they are or result from lost profits (other than principal, interest and Fees with respect to the Loans); and (D) Indemnified Amounts to the extent the same includes losses that arise solely due to Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or would constitute recourse to Servicer for such losses:

Indemnities by Servicer. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer (if LEAF Financial or one of its Affiliates) hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities and related costs and expenses (including reasonable attorneys’ fees and disbursements) (all of the foregoing being collectively referred to as “Servicer Indemnified Amounts”) suffered or sustained by any Indemnified Party as a consequence of any of the following, excluding, however, Servicer Indemnified Amounts resulting solely from (A) any gross negligence, bad faith or willful misconduct of any Indemnified Party claiming indemnification hereunder, (B) taxes (including interest and penalties imposed thereon) imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party; (C) Indemnified Amounts to the extent that they are or result from lost profits (other than principal, interest Yield and Fees with respect to the Loans); and (D) Indemnified Amounts to the extent the same includes losses that arise solely due to Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or would constitute recourse to Servicer for such losses:

Indemnities by Servicer. (aq) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer (if LEAF Financial or one of its Affiliates) hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities and related costs and expenses (including reasonable attorneys’ fees and disbursements) (all of the foregoing being collectively referred to as “Servicer Indemnified Amounts”) suffered or sustained by any Indemnified Party as a consequence of any of the following, excluding, however, Servicer Indemnified Amounts resulting solely from (A) any gross negligence, bad faith or willful misconduct of any Indemnified Party claiming indemnification hereunder, (B) taxes (including interest and penalties imposed thereon) imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party; (C) Indemnified Amounts to the extent that they are or result from lost profits (other than principal, interest and Fees with respect to the Loans); and (D) Indemnified Amounts to the extent the same includes losses that arise solely due to Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or would constitute recourse to Servicer for such losses:

Indemnities by Servicer. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable lawApplicable Law, the Servicer (if LEAF Financial or one of its Affiliates) hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities and related costs and expenses (including reasonable attorneys’ fees and disbursements) (all of the foregoing being collectively referred to as “Servicer Indemnified Amounts”) suffered , awarded against or sustained incurred by any Indemnified Party as a consequence of any acts or omissions of the following, excluding, however, Servicer arising out of a breach of its obligations and duties under this Agreement or any other Transaction Document to which it is a party; provided that Indemnified Amounts resulting solely shall not be available to an Indemnified Party to the extent that such Indemnified Amounts are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from (A) any the gross negligence, bad faith faith, fraud or willful misconduct on the part of any such Indemnified Party claiming indemnification hereunder; provided, (B) taxes (including interest and penalties imposed thereon) imposed further, that, notwithstanding the foregoing or anything else in this Agreement to the contrary, the Servicer hereby further agrees to indemnify the Administrative Agent from any indemnification expenses the Administrative Agent may incur USActive 55323723.3 under any rating agency engagement letter executed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured Administrative Agent as a result of any written information furnished by the overall net income of Borrower or the Servicer to such Indemnified Party; (C) Indemnified Amounts rating agency or to the extent that they are or result from lost profits (other than principal, interest and Fees with respect to Administrative Agent expressly for the Loans); and (D) Indemnified Amounts to the extent the same includes losses that arise solely due to Receivables being uncollectible on account purpose of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or would constitute recourse Administrative Agent furnishing such information to Servicer for such losses:rating agency.

Indemnities by Servicer. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer (if LEAF Financial or one of its Affiliates) hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities and related costs and expenses (including reasonable attorneys’ fees and disbursements) (all of the foregoing being collectively referred to as “Servicer Indemnified Amounts”) suffered or sustained by any Indemnified Party as a consequence of any of the following, excluding, however, Servicer Indemnified Amounts resulting solely from (A) any gross negligence, bad faith or willful misconduct of any Indemnified Party claiming indemnification hereunder, (B) taxes (including interest and penalties imposed thereon) imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party; (C) Indemnified Amounts to the extent that they are or result from lost profits (other than principal, interest and Fees with respect to the Loans); and (D) Indemnified Amounts to the extent the same includes losses that arise solely due to Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or would constitute recourse to Servicer for such losses:

Indemnities by Servicer. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable lawApplicable Law, the Servicer (if LEAF Financial or one of its Affiliates) hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities and related costs and expenses (including reasonable attorneys’ fees and disbursements) (all of the foregoing being collectively referred to as “Servicer Indemnified Amounts”) suffered , awarded against or sustained incurred by any Indemnified Party as a consequence of any acts or omissions of the following, excluding, however, Servicer arising out of a breach of its obligations and duties under this Agreement or any other Transaction Document to which it is a party; provided that Indemnified Amounts resulting solely shall not be available to an Indemnified Party to the extent that such Indemnified Amounts are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from (A) any the gross negligence, bad faith faith, fraud or willful misconduct on the part of any such Indemnified Party claiming indemnification hereunder; provided, (B) taxes (including interest and penalties imposed thereon) imposed further, that, notwithstanding the foregoing or anything else in this Agreement to the contrary, the Servicer hereby further agrees to indemnify the Administrative Agent from any indemnification expenses the Administrative Agent may incur under any rating agency engagement letter executed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured Administrative Agent as a result of any written information furnished by the overall net income of Borrower or the Servicer to such Indemnified Party; (C) Indemnified Amounts rating agency or to the extent that they are or result from lost profits (other than principal, interest and Fees with respect to Administrative Agent expressly for the Loans); and (D) Indemnified Amounts to the extent the same includes losses that arise solely due to Receivables being uncollectible on account purpose of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or would constitute recourse Administrative Agent furnishing such information to Servicer for such losses:rating agency.