Servicer Indemnification of the Issuer, the Owner Trustee and the Indenture Trustee. The Servicer shall indemnify and hold harmless each of the Issuer, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee (as such and in its individual capacity) and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Note Registrar), and the Back-up Servicer (as such and in its individual capacity), the North Carolina Trust, the North Carolina Trustees and their respective directors, officers, employees, partners, members or managers and agents from and against any and all loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions of the Servicer (including in its capacity as 2024-1A SUBI Servicer and as custodian of any Contracts pursuant to Section 3.11) or a Subservicer with respect to the Issuer in breach of this Agreement or the 2024-1A SUBI Servicing Agreement or any other Transaction Document to which the Servicer is a party (other than such as may arise from the gross negligence or willful misconduct of the Owner Trustee, the Back-up Servicer or the Indenture Trustee, as applicable), including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any action, Proceeding or claim. In addition, the Servicer shall indemnify and hold the Issuer harmless for any tax or fee to which the Issuer or the North Carolina Trust becomes subject in any jurisdiction by reason of the Servicer or a Subservicer being located in such jurisdiction or performing servicing activities in such jurisdiction. Indemnification pursuant to this Section 6.04 shall not be payable from the Sold Asset or the 2024-1A SUBI Assets. Notwithstanding anything to the contrary herein, neither the Servicer nor any Subservicer shall in any event be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, without limitation, loss of profit) irrespective of whether the Servicer or such Subservicer, as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action.
Servicer Indemnification of the Issuer, the Owner Trustee and the Indenture Trustee. Subject to SECTION 6.03, the Servicer shall indemnify and hold harmless each of the Issuer, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Note Registrar or as Paying Agent) and their respective directors, officers, employees, partners, members or managers and agents from and against any and all loss, liability, claim, expense, damage or injury suffered or sustained by reason of (a) any acts or omissions of the Servicer with respect to the Issuer in breach of this Agreement or (b) the administration by the Owner Trustee of the Issuer (in the case of clause (a) or (b), other than such as may arise from the negligence or willful misconduct of the Owner Trustee or the Indenture Trustee, as applicable), including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, Proceeding or claim. Indemnification pursuant to this SECTION 6.04 shall not be payable from the Transferred Assets. The Servicer's obligations under this SECTION 6.04 shall survive the termination of this Agreement or the Issuer or the earlier removal or resignation of the Owner Trustee or the Indenture Trustee, as applicable.
Servicer Indemnification of the Issuer, the Owner Trustee and the Indenture Trustee. (a) To the fullest extent permitted by applicable law, subject to Section 6.03, the Servicer shall indemnify and hold harmless each of the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Note Registrar or as Paying Agent) and their respective directors, officers, employees, partners, and agents from and against any and all loss, liability, claim, expense, damage or injury suffered or sustained by reason of or in connection with (a) any acts or omissions of the Servicer with respect to the Issuer in breach of this Agreement or (b) the Trust Agreement, the Transaction Documents, the Trust Assets, the administration of the Trust or the actions or inactions of the Owner Trustee and the Indenture Trustee under the Transaction Documents or the performance of the Owner Trustee and the Indenture Trustee or their respective duties thereunder (except that, in the case of clause (a) or (b), the Servicer shall not be liable for or required to indemnify the Owner Trustee for the Owner Trustee’s own willful misconduct, bad faith or negligence or the Indenture Trustee for the Indenture Trustee’s own willful misconduct, bad faith or negligence) including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any action, Proceeding or claim. Indemnification pursuant to this Section 6.04(a) shall not be payable from the Transferred Assets. The Servicer’s obligations under this Section 6.04(a) shall survive the termination of this Agreement or the Issuer or the earlier removal or resignation of the Owner Trustee or the Indenture Trustee, as applicable.
