PRIMARY SERVICER'S INDEMNITY Sample Clauses

PRIMARY SERVICER'S INDEMNITY. (a) The Primary Servicer shall indemnify the Master Servicer, its officers, employees and agents against, and hold the Master Servicer harmless from, any and all losses, liabilities, expenses, claims, demands, costs, or judgment of any type against the Master Servicer arising out of or related to (i) a negligent or willful failure of the Primary Servicer or any Person hired by the Primary Servicer to perform properly any of the Services to be performed by the Primary Servicer pursuant to the Payment and Collection Description, the Payment and Mortgage Loan Status Reports, Post Closing Matters Description and Task Description, (ii) any failure by the Primary Servicer to perform its obligations under this Agreement, or (iii) breach of any of the Primary Servicer's representations and warranties hereunder; provided, however, that the Primary Servicer shall not be required to indemnify the Master Servicer, its officers, employees or agents against or hold the Master Servicer, its officers, employees or agents harmless from any losses to the extent that such loss is caused by the actions of the Master Servicer, its officers, employees or agents in violation of the Master Servicer's duties under this Agreement, under the Pooling and Servicing Agreement or under an A/B Intercreditor Agreement (except to the extent that such failure was caused by the Primary Servicer's failure to perform its obligations hereunder). The indemnification provided under this Section 9.1 shall survive the Primary Servicing Termination Date. The Master Servicer shall promptly notify the Primary Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans or the A/B Mortgage Loans entitling the Master Servicer to indemnification hereunder. The Primary Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) 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 notify the Primary Servicer shall not affect any of the Master Servicer's rights to indemnification.
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PRIMARY SERVICER'S INDEMNITY. 1. THE PRIMARY SERVICER SHALL INDEMNIFY THE MASTER SERVICER, ITS OFFICERS, EMPLOYEES AND AGENTS AGAINST, AND HOLD THE MASTER SERVICER HARMLESS FROM, ANY AND ALL LOSSES, LIABILITIES, EXPENSES, CLAIMS, DEMANDS, COSTS, OR JUDGMENT OF ANY TYPE AGAINST THE MASTER SERVICER ARISING OUT OF OR RELATED TO (I) A NEGLIGENT OR WILLFUL FAILURE OF THE PRIMARY SERVICER OR ANY PERSON HIRED BY THE PRIMARY SERVICER TO PERFORM PROPERLY ANY OF THE SERVICES TO BE PERFORMED BY THE PRIMARY SERVICER PURSUANT TO THE PAYMENT AND COLLECTION DESCRIPTION, THE PAYMENT AND LOAN STATUS REPORTS AND TASK DESCRIPTION, (II) ANY FAILURE BY THE PRIMARY SERVICER TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, OR (III) BREACH OF ANY OF THE PRIMARY SERVICER'S REPRESENTATIONS AND WARRANTIES HEREUNDER; PROVIDED, HOWEVER, THAT THE PRIMARY SERVICER SHALL NOT BE REQUIRED TO INDEMNIFY THE MASTER SERVICER, ITS OFFICERS, EMPLOYEES OR AGENTS AGAINST OR HOLD THE MASTER SERVICER, ITS OFFICERS, EMPLOYEES OR AGENTS HARMLESS FROM ANY LOSSES TO THE EXTENT THAT SUCH LOSS IS CAUSED BY THE ACTIONS OF THE MASTER SERVICER, ITS OFFICERS, EMPLOYEES OR AGENTS IN VIOLATION OF THE MASTER SERVICER'S DUTIES UNDER THIS AGREEMENT OR UNDER THE POOLING AND SERVICING AGREEMENT (EXCEPT TO THE EXTENT THAT SUCH FAILURE WAS CAUSED BY THE PRIMARY SERVICER'S FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER). THE INDEMNIFICATION PROVIDED UNDER THIS SECTION 9.1 SHALL SURVIVE THE PRIMARY SERVICING TERMINATION DATE. THE MASTER SERVICER SHALL PROMPTLY NOTIFY THE PRIMARY SERVICER IF A CLAIM IS MADE BY A THIRD PARTY WITH RESPECT TO THIS AGREEMENT OR THE MORTGAGE LOANS ENTITLING THE MASTER SERVICER TO INDEMNIFICATION HEREUNDER. THE PRIMARY SERVICER SHALL ASSUME THE DEFENSE OF ANY SUCH CLAIM (WITH COUNSEL REASONABLY SATISFACTORY TO THE MASTER SERVICER) 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 NOTIFY THE PRIMARY SERVICER SHALL NOT AFFECT ANY OF THE MASTER SERVICER'S RIGHTS TO INDEMNIFICATION.
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Related to PRIMARY 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.

  • 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.

  • 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.

  • 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.

  • Servicer’s Fees As compensation for performing its obligations under this Agreement, the Servicer will be paid the Servicing Fee. On each Payment Date, the Issuer will pay the Servicing Fee to the Servicer according to Section 8.2 of the Indenture. In addition, the Servicer may retain any Supplemental Servicing Fees and will receive investment earnings (net of investment losses and expenses) on funds in the Bank Accounts in each Collection Period.

  • 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.

  • Indemnities by Servicer (a) Without limiting any other rights which any Indemnified Party may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party from and against any and all Indemnified Amounts, awarded against or incurred by any Indemnified Party as a consequence of any of the following, excluding, however, Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party claiming indemnification hereunder:

  • Servicer Liability The transferor of servicing shall be liable to the Master Servicer and the Trustee for any servicing obligation violations that occur before, during, and up to and including the day the portfolio is actually transferred. The transferee of servicing shall be liable for any breach of servicing obligations that occurs after the transfer of the servicing portfolio.

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