Servicer Indemnity. The Servicer will indemnify the Depositor, the Trust, the Securityholders and the Indenture Trustees, and any of their officers, directors, employees or agents (each an "Indemnified Party") from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that any Indemnified Party may sustain in connection with claims asserted by third parties against such Indemnified Party which result from any act or omission on the part of the Servicer with respect to the Trust Assets or its duties and obligations under this Pooling Agreement, except where such claims arise out of any willful misconduct, gross negligence or bad faith on the part of such Indemnified Party. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or Indenture Trustee, as the case may be, and the termination of the Trust Agreement or this Pooling Agreement.
Servicer Indemnity. Without limiting any other rights that any of the Purchasing Entities or any of their respective Affiliates or agents (each, a “Special Indemnified Party”) may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any of the following, excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of a Special Indemnified Party, (b) recourse for uncollectible Receivables and (c) any Excluded Taxes:
(a) any representation or warranty or statement made by the Servicer under or in connection with this Agreement or the Transaction Documents that shall have been incorrect in any material respect when made or deemed made;
(b) the failure by the Servicer to comply with any applicable law, rule or regulation with respect to any Purchased Receivable or Contract, including payment of all unpaid sales, excise or other taxes when due;
(c) any failure of the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement;
(d) the commingling of Collections of Purchased Receivables at any time by the Servicer with other funds;
(e) any action or omission by the Servicer not in compliance with the Credit and Collection Policy that has the effect of reducing or impairing the rights of any of the Purchasing Entities with respect to any Purchased Receivable or the value of any Purchased Receivable;
(f) any claim brought by any Person arising from any activity by the Servicer or its Affiliates in servicing, administering or collecting any Purchased Receivable; or
(g) any dispute, claim, offset or defense of the Obligor to the payment of any Purchased Receivable as a result of the collection activities with respect to such Purchased Receivable by the Servicer.
Servicer Indemnity. 88 Section 11.13 Limitation of Liability of Owner Trustee...................................................89 Section 11.14
Servicer Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Servicer agrees to indemnify the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts incurred by such Indemnified Party by reason of any acts or omissions of the Servicer in its capacity as Servicer and related to any Transaction Document, the transactions contemplated thereby or any certificate or other written material delivered by the Servicer pursuant hereto or thereto, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, fraud, bad faith, criminal conduct, reckless disregard or willful misconduct on the part of any Indemnified Party and (b) resulting from the performance of the Collateral Obligations. If the Servicer has made any indemnity payments to any Indemnified Party pursuant to this Section 16.2 and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Party will as promptly as possible repay such amounts collected to the Servicer. Indemnification under this Section 16.2 shall survive the termination of this Agreement and the resignation or removal of any Indemnified Party and shall include reasonable and documented fees and out-of-pocket expenses of counsel and reasonable and documented out-of-pocket expenses of litigation.
Servicer Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Servicer agrees to indemnify the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts incurred by such Indemnified Party by reason of any acts or omissions of the Servicer in its capacity as Servicer and related to any Transaction Document, the transactions contemplated thereby or any certificate or other written material delivered by the Servicer pursuant hereto or thereto, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party and (b) resulting from the performance of the Collateral Obligations. Indemnification under this Section 16.2 shall survive the termination of this Agreement and the resignation or removal of any Indemnified Party and shall include reasonable and documented fees and out-of-pocket expenses of counsel and reasonable and documented out-of-pocket expenses of litigation.
Servicer Indemnity. The Subservicer hereby agrees to indemnify the Servicer (the “Servicer Indemnified 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 (“Servicer Indemnified Amounts”) awarded against or incurred by such Servicer Indemnified Party arising out of or relating to (a) actions taken or omitted by the Subservicer with respect to the Receivables, including the failure of the Subservicer to perform its obligations in accordance with the provisions of this Subservicing Agreement, excluding, however, Servicer Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from the negligence, bad faith or willful misconduct on the part of the Servicer Indemnified Party and (b) the breach of any representation or warranty made by the Subservicer under this Agreement.
Servicer Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Servicer agrees to indemnify the Indemnitees from and against any and all Indemnified Amounts in each case by reason of any acts or omissions of the Servicer constituting fraud, gross negligence or willful misconduct on the part of the Servicer in connection with this Agreement, any other Transaction Document or any transaction contemplated hereby or thereby as determined by a court of competent jurisdiction in a final and nonappealable judgment, excluding, however, Indemnified Amounts payable to an Indemnitee (a) to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from gross negligence or willful misconduct on the part of any Indemnitees, (b) to the extent that any such liability results from a claim solely between or among Xxxxxxx and not arising out of any act or omission on the part of the Servicer and (c) resulting from the performance of the Collateral Obligations. Indemnification under this Section 16.2 shall survive the termination of this Agreement and the resignation or removal of any Indemnitees and shall include reasonable and documented fees and out-of-pocket expenses of counsel and reasonable and documented out-of-pocket expenses of litigation, including the costs and expenses of enforcing this section. This Section 16.2 shall not apply to Taxes (other than Taxes that are damages, losses, claims and liabilities arising in connection with a non-Tax claim). Notwithstanding anything herein to the contrary, each Indemnitee hereby agrees to not seek payment from the Servicer with respect to any indemnified amount pursuant to this Section 16.2 prior to seeking payment from the Borrower; provided that, any Indemnitee may seek payment from the Servicer with respect to such indemnification pursuant to this Section 16.2 if (x) the Borrower is insolvent or is the subject of any Insolvency Event or (y) such Indemnitee is stayed from such request to the Borrower under applicable bankruptcy laws.
Servicer Indemnity. The Servicer shall indemnify the Trust Fund against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising from claims or actions that were caused by or resulted from the failure of the Servicer to perform its duties and to service the Mortgage Loans in accordance with the terms of this Agreement, the Servicer's willful misfeasance, bad faith or negligence or its negligent disregard of its obligations. [End of Article VIII]
Servicer Indemnity. Section 16.2 of the Credit Agreement shall be amended by deleting the following sentence: “In no event shall the Servicer be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Servicer has been advised of the likelihood of such loss or damage and regardless of the form of action.”
Servicer Indemnity. 82 Section 7.04. "One-Action" Rule...........................................83 Article VIII
