Master Servicer's Indemnity Sample Clauses

Master Servicer's Indemnity. The Master Servicer shall indemnify the Primary Servicer, its officers, employees and agents against, and hold the Primary Servicer harmless from, any and all losses, liabilities, expenses, claims, demands, costs, or judgment of any type against the Primary Servicer, to the extent arising out of, or related to reliance by the Primary Servicer on, (i) pursuant to Section 5.13(i), an interpretation of the Securities Act, the Exchange Act or the Regulations set forth in a written notice from the Master Servicer to the Primary Servicer or (ii) any incorrect asset pool balance supplied by the Master Servicer with respect to the PWR14 Trust, if such incorrect balance is the cause of any incorrect determination by the Primary Servicer that an obligor on a Mortgage Loan is not a Significant Obligor. The indemnification provided under this Section 9.2 shall survive the Primary Servicing Termination Date.
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Master Servicer's Indemnity. (a) Master Servicer shall use all reasonable efforts to obtain the benefits of the rights of indemnification in favor of Master Servicer contained in the Pooling and Servicing Agreement on behalf of the Primary Servicer and the Primary Servicer's agents, employees and subcontractors insofar as such indemnification relates to losses, liabilities, expenses, claims, demands, costs or judgments against the Primary Servicer arising out of or related to the Primary Servicer's performance hereunder. To the extent that the Master Servicer is not entitled to indemnification under the Pooling and Servicing Agreement, the Master Servicer shall indemnify the Primary Servicer for all losses, liabilities, expenses, claims, demands, costs or judgements against the Primary Servicer arising out of the Master Servicer's failure to perform its obligations under Sections 4.1 and 4.2 hereof.
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Master Servicer's Indemnity. Master Servicer shall use all reasonable efforts to obtain the benefits of the rights of indemnification in favor of Master Servicer contained in the Pooling and Servicing Agreement on behalf of the Primary Servicer and the Primary Servicer's agents, employees and subcontractors and shall cause the indemnifying party to hold the Primary Servicer and the Primary Servicer's agents, employees and subcontractors harmless from any and all losses, liabilities, expenses, claims, demands, costs or judgments of any type against the Primary Servicer arising out of or related to the Primary Servicer's performance hereunder. The Primary Servicer's rights provided under this Section 9.2 shall survive the Primary Servicing Termination Date.
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Master Servicer's Indemnity. The Master Servicer shall use all reasonable efforts to obtain the benefits of the rights of indemnification in favor of Master Servicer contained in the Pooling and Servicing Agreement on behalf of the Primary Servicer and the Primary Servicer's agents, employees and subcontractors insofar as such indemnification relates to losses, liabilities, expenses, claims, demands, costs or judgments against the Primary Servicer arising out of or related to the Primary Servicer's performance hereunder. The rights of the Primary Servicer provided under this Section 9.2 shall survive the Primary Servicing Termination Date.
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Master Servicer's Indemnity. To the extent that the Servicing Agreements provide the Master Servicer with rights to indemnification, the Master Servicer shall use all reasonable efforts to obtain the benefits of such rights on behalf of the Subservicer and the Subservicer's agents and employees and to cause the indemnifying party to hold the Subservicer and the Subservicer's agents and employees harmless from any and all losses, liabilities, expenses, claims, demands, costs or judgments of any type against the Subservicer arising out of or related to the Subservicer's performance hereunder. The Subservicer's rights provided under this Section 15 shall survive the Subservicing Termination Date to the extent such rights arose prior to such date.
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Master Servicer's Indemnity. The Master Servicer shall use all reasonable efforts to obtain the benefits of the rights of indemnification in favor of Master Servicer contained in the Pooling and Servicing Agreement on behalf of the Subservicer and the Subservicer's agents, employees and subcontractors insofar as such indemnification relates to losses, liabilities, expenses, claims, demands, costs or judgments against the Subservicer arising out of or related to the Subservicer's performance hereunder. The Master Servicer shall indemnify the Subservicer, its officers, employees and agents against, and hold the Subservicer harmless from, any and all losses, liabilities, expenses, claims, demands, costs, or judgment of any type against the Subservicer arising out of or related to any failure by the Master Servicer to perform its obligations under this Agreement or the Pooling and Servicing Agreement; provided, however, that the Master Servicer shall not be required to indemnify the Subservicer, its officers, employees or agents against or hold the Subservicer, its officers, employees or agents harmless from any losses to the extent that such loss is caused by the actions of the Subservicer, its officers, employees or agents in violation of the Subservicer's duties under this Agreement (except to the extent that such failure was caused by the Master Servicer's failure to perform its obligations hereunder or under the Pooling and Servicing Agreement). For the avoidance of doubt, the Master Servicer shall not have any liability under the immediately preceding sentence for any loss that is caused by any action that is required to be taken by the Master Servicer under the Pooling and Servicing Agreement or the Master Servicer's failure to take any action that the Master Servicer is required to refrain from taking under the Pooling and Servicing Agreement (but this sentence shall not be construed to limit the rights of the Subservicer under subsection (a)). The Subservicer shall promptly notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Subservicer to indemnification hereunder. The Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Subservicer) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notif...
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Master Servicer's Indemnity. The Master Servicer shall use all reasonable efforts to obtain the benefits of the rights of indemnification in favor of Master Servicer contained in the Pooling and Servicing Agreement on behalf of the Subservicer and the Subservicer's agents, employees and subcontractors insofar as such indemnification relates to losses, liabilities, expenses, claims, demands, costs or judgments against the Subservicer arising out of or related to the Subservicer's performance hereunder. The rights of the Subservicer provided under this Section 9.2 shall survive the Subservicing Termination Date.
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Master Servicer's Indemnity. MASTER SERVICER SHALL USE ALL REASONABLE EFFORTS TO OBTAIN THE BENEFITS OF THE RIGHTS OF INDEMNIFICATION IN FAVOR OF MASTER SERVICER CONTAINED IN THE POOLING AND SERVICING AGREEMENT ON BEHALF OF THE PRIMARY SERVICER AND THE PRIMARY SERVICER'S AGENTS, EMPLOYEES AND SUBCONTRACTORS AND SHALL CAUSE THE INDEMNIFYING PARTY TO HOLD THE PRIMARY SERVICER AND THE PRIMARY SERVICER'S AGENTS, EMPLOYEES AND SUBCONTRACTORS HARMLESS FROM ANY AND ALL LOSSES, LIABILITIES, EXPENSES, CLAIMS, DEMANDS, COSTS OR JUDGMENTS OF ANY TYPE AGAINST THE PRIMARY SERVICER ARISING OUT OF OR RELATED TO THE PRIMARY SERVICER'S PERFORMANCE HEREUNDER. THE PRIMARY SERVICER'S RIGHTS PROVIDED UNDER THIS SECTION 9.2 SHALL SURVIVE THE PRIMARY SERVICING TERMINATION DATE. 18
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Master Servicer's Indemnity. ARTICLE X. MISCELLANEOUS....................................................
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Related to Master Servicer's Indemnity

  • Servicer's Indemnities The Servicer shall defend and indemnify the Trust, the Trustee (including the Custodian, the Paying Agent and any other agents of the Trustee) and the Certificateholders against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, in respect of any action taken or omitted to be taken by the Servicer with respect to any Contract. This indemnity shall survive any Service Transfer (but the original Servicer's obligations under this Section 10.04 shall not relate to any actions of any subsequent Servicer after a Service Transfer) and any payment of the amount owing under, or any repurchase by the Company of, any such Contract.

  • Servicer's Liability Except in the case of a purchase by the Servicer of a Mortgage Loan from the Trustee thereof due to a breach of a representation or warranty by the Servicer or failure to perform the servicing procedures as set forth in this Agreement, the Servicer is not liable for any Realized Loss on any Mortgage Loan.

  • Enforcement of Servicer’s and Master Servicer’s Obligations (a) Each Servicing Agreement requires the applicable Servicer, respectively, to service the Mortgage Loans in accordance with the provisions thereof. References in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or to be taken by a Servicer on behalf of the Master Servicer. Any fees and other amounts payable to a Servicer shall be deducted from amounts remitted to the Master Servicer by such Servicer to the extent permitted by the applicable Servicing Agreement and shall not be an obligation of the Trust Fund, the Trustee or the Master Servicer.

  • Servicer’s Obligations The Issuer shall cause the Servicer to comply with Sections 3.10, 3.11, 3.12, 4.10 and Article Eight of the Sale and Servicing Agreement.

  • Successor Servicer Indemnification The Servicer shall defend, indemnify and hold the Successor Servicer and any officers, directors, employees or agents of the Successor Servicer harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees, and expenses that the Successor Servicer may sustain in connection with the claims asserted at any time by third parties against the Successor Servicer which result from (i) any willful or grossly negligent act taken or omission by the Servicer or (ii) a breach of any representations of the Servicer in Section 3.02 hereof. The indemnification provided by this Section 8.08 shall survive the termination of this Agreement.

  • Servicer Indemnification The Owner shall indemnify and hold harmless from and shall reimburse the Servicer for any losses, damages, deficiencies, claims, causes of action or expenses of any nature (including, but not limited to reasonable attorneys' fees) incurred by the Servicer which arise out of or result from the Owner's gross negligence or willful failure to perform any of its obligations under this Agreement.

  • Sub-Servicing Agreements Between Servicer and Sub-Servicers (a) The Servicer may enter into Sub-Servicing Agreements with Sub-Servicers, which may be Affiliates of the Servicer, for the servicing and administration of the Mortgage Loans; provided, however, such sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangement contemplated hereunder. The Trustee is hereby authorized to acknowledge, at the request of the Servicer, any Sub-Servicing Agreement. No such acknowledgment shall be deemed to imply that the Trustee has consented to any such Sub-Servicing Agreement, has passed upon whether such Sub-Servicing Agreement meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement or has passed upon whether such Sub-Servicing Agreement is otherwise permitted under this Agreement. Each Sub-Servicer shall be (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub- Servicing Agreement and (ii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. Each Sub- Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will examine each Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. Any variation in any Sub-Servicing Agreements from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub-Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the Trustee copies of all Sub- Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer's execution and delivery of such instruments.

  • Master Servicer and Trustee Indemnification (a) The Trustee agrees to indemnify the Trust Fund, the Depositor, and the Master Servicer for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the Trustee’s covenants set forth in this Article IX, subject, however, to the provision of Sections 8.01 and 8.02 of this Agreement.

  • Sub-Servicing Agreements Between Master Servicer and Sub-Servicers (a) The Master Servicer may enter into Sub-Servicing Agreements with SubServicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the SubServicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a FHLMC or FNMA approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. With the consent of the Trustee, which consent shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights. Notwithstanding any inconsistent or contrary provision of this Agreement, neither any Interim Subservicer nor any Interim Servicing Agreement shall be subject to the foregoing provisions during the Interim Servicing Period for any related Mortgage Loan.

  • Seller’s Indemnity Seller shall indemnify, defend and hold Buyer harmless from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees) in connection with third-party claims for injury or damage to personal property in connection with the ownership or operation of the Properties prior to Closing. These indemnification obligations of Seller shall be repeated at and shall survive the Closing.

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