Common use of Servicer Indemnity Clause in Contracts

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 forthwith on demand, from and against any and all Indemnified Amounts in each case determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from any acts or omissions of the Servicer in performing its duties hereunder strictly in its capacity as Servicer constituting bad faith, gross negligence or willful misconduct, 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 bad faith, 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 Lenders and not arising out of any act or omission on the part of the Servicer, (c) resulting from the performance or non-performance of the Collateral Obligations or (d) related to the nonpayment by any Obligor of an amount due and payable with respect to any Collateral Obligation or any change in the market value of any Collateral Obligation. 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 to the contrary contained herein, each Indemnitee hereby agrees to not seek payment from the Servicer with respect to any indemnification 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, (y) such Indemnitee is stayed from such request to the Borrower under applicable bankruptcy laws or (z) the Borrower does not make such payment within five (5) Business Days of written request by such Indemnitee. Notwithstanding anything contained in this Section 16.2 or otherwise in this Agreement or in any other Transaction Document, the Servicer shall not be liable to the Agent, the Lender, any of the Secured Parties or any other Person for any consequential (including loss of profit), indirect, special or punitive damages of any kind whatsoever under this Agreement or any other Transaction Document.

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 forthwith on demandIndemnified Parties, from and against any and all Indemnified Amounts in each case determined incurred by a court such Indemnified Party by reason of competent jurisdiction by final and nonappealable judgment to have resulted from (i) any acts act or omissions of the Servicer in performing its duties hereunder strictly in its capacity as Servicer omission constituting bad faith, fraud, willful misconduct, or gross negligence by the Servicer in the performance of or willful misconductreckless disregard of its duties hereunder or under any other Transaction Document or (ii) any material breach by the Servicer of any representation, warranty or covenant of the Servicer hereunder or under any other Transaction Document, excluding, however, Indemnified Amounts payable to an Indemnitee Indemnified Party (a) to the extent determined by a court of competent jurisdiction by in a final and nonappealable non-appealable judgment to have resulted from gross negligence, bad faith, gross negligence faith or willful misconduct on the part of any IndemniteesIndemnified Party, (b) to the extent that any such liability results from a claim solely between or among Lenders and not arising out of any act or omission on the part of the Servicer, (c) resulting from the performance or non-performance of the Collateral Obligations or Obligations, (c) related to any loss in value of any Permitted Investment and (d) related to the nonpayment by any Obligor in respect of an amount due and payable with respect to any Collateral Obligation or any change in the market value of any Collateral Obligation. 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 represent losses or damages arising in connection with from a non-Tax claim), in each case, on the Distribution Date immediately succeeding receipt of written request by the applicable Indemnified Party; provided that, notwithstanding anything herein to the contrary, in no event shall the Servicer be liable for special, punitive, indirect 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; provided further that, the foregoing proviso shall in no way limit or vitiate any obligations of the Servicer to indemnify an Indemnified Party hereunder with respect to any claims brought by third parties for special, indirect, consequential, remote, speculative or punitive damages whatsoever. Notwithstanding anything herein to the contrary contained hereincontrary, each Indemnitee Indemnified Party hereby agrees to not seek payment from the Servicer with respect to any indemnification pursuant to this Section 16.2 prior to seeking payment from the Borrower; provided that any Indemnitee Indemnified Party 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, (y) such Indemnitee Indemnified Party is stayed from such request to the Borrower under applicable bankruptcy laws or (z) the Borrower does not make such payment within five ten (510) Business Days of the Distribution Date immediately succeeding receipt of written request by such Indemniteethe Indemnified Party in accordance with Section 16.1. Notwithstanding anything contained in Indemnification under this Section 16.2 or otherwise in shall survive the termination of this Agreement and the resignation or in removal of any other Transaction Document, 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. Any Indemnified Amounts shall be paid by the Servicer shall not be liable to the Facility Agent, for the Lender, any benefit of the Secured Parties or any other Person for any consequential applicable Indemnified Party, within fifteen (including loss 15) Business Days following receipt by the Servicer of profitthe Facility Agent’s written demand therefor (and the Facility Agent shall pay such amounts to the applicable Indemnified Party promptly after the receipt by the Facility Agent of such amounts), indirect, special or punitive damages of any kind whatsoever under this Agreement or any other Transaction Document.

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 Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts in each case determined incurred by a court such Indemnified Party by reason of competent jurisdiction by final and nonappealable judgment to have resulted from any acts or omissions of the Servicer in performing its duties hereunder strictly in its capacity as Servicer constituting bad faithand related to any Transaction Document, gross negligence the transactions contemplated thereby or willful misconductany certificate or other written material delivered by the Servicer pursuant hereto or thereto, excluding, however, Indemnified Amounts payable to an Indemnitee Indemnified Party (a) to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from gross negligence, bad faith, gross negligence faith or willful misconduct on the part of any Indemnitees, Indemnified Party and (b) to the extent that any such liability results from a claim solely between or among Lenders and not arising out of any act or omission on the part of the Servicer, (c) resulting from the performance or non-performance of the Collateral Obligations or (d) related Obligations. The parties agree that the provisions of this Section 16.2 shall not be interpreted to provide recourse to the nonpayment Servicer against loss by any Obligor reason of the bankruptcy, insolvency or lack of creditworthiness of an amount due and payable Obligor with respect to any Collateral Obligation Obligation, and for the avoidance of doubt, the Servicer shall have no liability to indemnify hereunder to the extent such indemnification constitutes recourse for uncollectible or any change in the market value of any uncollected Collateral ObligationObligations. Indemnification under this Section 16.2 shall survive the termination of this Agreement and the resignation or removal of any Indemnitees 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, including the costs and expenses of enforcing this section. This Section 16.2 In no event 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 to the contrary contained herein, each Indemnitee hereby agrees to not seek payment from the Servicer with respect to any indemnification 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, (y) such Indemnitee is stayed from such request to the Borrower under applicable bankruptcy laws or (z) the Borrower does not make such payment within five (5) Business Days of written request by such Indemnitee. Notwithstanding anything contained in this Section 16.2 or otherwise in this Agreement or in any other Transaction Document, the Servicer shall not be liable to the Agent, the Lender, any of the Secured Parties or any other Person for any consequential (including loss of profit)special, indirect, special punitive or punitive damages consequential loss or damage of any kind whatsoever under (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; provided that this Agreement sentence shall in no way limit or vitiate any obligation of the Servicer to indemnify the Indemnified Parties hereunder with respect to a claim made against such Indemnified Party (other Transaction Documentthan by another Indemnified Party) for special, indirect, punitive or consequential losses or damages whatsoever (including, but not limited to lost profits).

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 forthwith on demand, 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 by in a final and nonappealable judgment to have resulted from any acts or omissions of the Servicer in performing its duties hereunder strictly in its capacity as Servicer constituting bad faith, gross negligence or willful misconductjudgment, 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 bad faith, 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 Lenders Xxxxxxx and not arising out of any act or omission on the part of the Servicer, Servicer and (c) resulting from the performance or non-performance of the Collateral Obligations or (d) related to the nonpayment by any Obligor of an amount due and payable with respect to any Collateral Obligation or any change in the market value of any Collateral ObligationObligations. 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 contained hereincontrary, each Indemnitee hereby agrees to not seek payment from the Servicer with respect to any indemnification indemnified amount pursuant to this Section 16.2 prior to seeking payment from the Borrower; provided that 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, Event or (y) such Indemnitee is stayed from such request to the Borrower under applicable bankruptcy laws or (z) the Borrower does not make such payment within five (5) Business Days of written request by such Indemnitee. Notwithstanding anything contained in this Section 16.2 or otherwise in this Agreement or in any other Transaction Document, the Servicer shall not be liable to the Agent, the Lender, any of the Secured Parties or any other Person for any consequential (including loss of profit), indirect, special or punitive damages of any kind whatsoever under this Agreement or any other Transaction Documentlaws.

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 Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts in each case determined incurred by a court such Indemnified Party by reason of competent jurisdiction by final and nonappealable judgment to have resulted from any acts or omissions of the Servicer in performing its duties hereunder strictly in its capacity as Servicer constituting bad faithand related to any Transaction Document, gross negligence the transactions contemplated thereby or willful misconductany certificate or other written material delivered by the Servicer pursuant hereto or thereto, excluding, however, Indemnified Amounts payable to an Indemnitee Indemnified Party (a) to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from gross negligence, bad faith, gross negligence faith or willful misconduct on the part of any Indemnitees, Indemnified Party and (b) to the extent that any such liability results from a claim solely between or among Lenders and not arising out of any act or omission on the part of the Servicer, (c) resulting from the performance or non-performance of the Collateral Obligations or (d) related Obligations. The parties agree that the provisions of this Section 16.2 shall not be interpreted to provide recourse to the nonpayment Servicer against loss by any Obligor reason of the bankruptcy, insolvency or lack of creditworthiness of an amount due and payable Obligor with respect to any Collateral Obligation Obligation, and for the avoidance of doubt, the Servicer shall have no liability to indemnify hereunder to the extent such indemnification constitutes recourse for uncollectible or any change in the market value of any uncollected Collateral ObligationObligations. Indemnification under this Section 16.2 shall survive the termination of this Agreement and the resignation or removal of any Indemnitees 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, including the costs and expenses of enforcing this section. This Section 16.2 In no event 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 to the contrary contained herein, each Indemnitee hereby agrees to not seek payment from the Servicer with respect to any indemnification 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, (y) such Indemnitee is stayed from such request to the Borrower under applicable bankruptcy laws or (z) the Borrower does not make such payment within five (5) Business Days of written request by such Indemnitee. Notwithstanding anything contained in this Section 16.2 or otherwise in this Agreement or in any other Transaction Document, the Servicer shall not be liable to the Agent, the Lender, any of the Secured Parties or any other Person for any consequential (including loss of profit)special, indirect, special punitive or punitive damages consequential loss or damage of any kind whatsoever under (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; provided that this Agreement sentence shall in no way limit or vitiate any other Transaction Documentobligations of the Servicer to indemnify the Indemnified Parties hereunder with respect to a claim for special, indirect, punitive or consequential losses or damages whatsoever (including but not limited to lost profits).

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 Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts in each case determined incurred by a court such Indemnified Party by reason of competent jurisdiction by final and nonappealable judgment to have resulted from any acts or omissions of the Servicer in performing its duties hereunder strictly in its capacity as Servicer constituting bad faithand related to any Transaction Document, gross negligence the transactions contemplated thereby or willful misconductany certificate or other written material delivered by the Servicer pursuant hereto or thereto, excluding, however, Indemnified Amounts payable to an Indemnitee Indemnified Party (a) to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from gross negligence, fraud, bad faith, gross negligence criminal conduct, reckless disregard or willful misconduct on the part of any Indemnitees, such Indemnified Party and (b) to the extent that any such liability results from a claim solely between or among Lenders and not arising out of any act or omission on the part of the Servicer, (c) resulting from the performance or non-performance of the Collateral Obligations or (d) related 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 nonpayment by any Obligor of an amount due and payable with respect to any Collateral Obligation or any change in the market value of any Collateral ObligationServicer. Indemnification under this Section 16.2 shall survive the termination of this Agreement and the resignation or removal of any Indemnitees Indemnified Party and shall include reasonable and documented fees and out-of-pocket expenses of counsel and reasonable and documented out-of-of- pocket expenses of litigation, including the costs and expenses of enforcing this section. This Section 16.2 In no event 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 to the contrary contained herein, each Indemnitee hereby agrees to not seek payment from the Servicer be liable for special, indirect, or punitive 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; provided that this sentence shall in no way limit or vitiate any obligations of the Servicer to indemnify an Indemnified Party hereunder with respect to any indemnification 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, (y) such Indemnitee is stayed from such request to the Borrower under applicable bankruptcy laws or (z) the Borrower does not make such payment within five (5) Business Days of written request claims brought by such Indemnitee. Notwithstanding anything contained in this Section 16.2 or otherwise in this Agreement or in any other Transaction Document, the Servicer shall not be liable to the Agent, the Lender, any of the Secured Parties or any other Person third parties for any consequential (including loss of profit)special, indirect, special consequential, remote, speculative or punitive damages of any kind whatsoever under this Agreement or any other Transaction Documentwhatsoever.

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 forthwith on demandIndemnified Parties, from and against any and all Indemnified Amounts in each case determined incurred by a court such Indemnified Party by reason of competent jurisdiction by final and nonappealable judgment to have resulted from (i) any acts act or omissions of the Servicer in performing its duties hereunder strictly in its capacity as Servicer omission constituting bad faith, fraud, willful misconduct, or gross negligence by the Servicer in the performance of or willful misconductreckless disregard of its duties hereunder or under any other Transaction Document or (ii) any material breach by the Servicer of any representation, warranty or covenant of the Servicer hereunder or under any other Transaction Document, excluding, however, Indemnified Amounts payable to an Indemnitee Indemnified Party (a) to the extent determined by a court of competent jurisdiction by byin a final and nonappealable nonappealablenon-appealable judgment to have resulted from gross negligence, bad faith, gross negligence faith or willful misconduct on the part of any IndemniteesIndemnified Party and, (b) to other than in the extent that any such liability results from a claim solely between or among Lenders and not arising out of any act or omission on the part case of the ServicerCollateral Agent, the Collateral Custodian and the Securities Intermediary, resulting from the performance of the Collateral Obligations., (c) resulting from the performance or non-performance related to any loss in value of the Collateral Obligations or any Permitted Investment and (d) related to the nonpayment by any Obligor in respect of an amount due and payable with respect to any Collateral Obligation or any change in the market value of any Collateral Obligation. 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 represent losses or damages arising in connection with from a non-Tax claim), in each case, on the Distribution Date immediately succeeding receipt of written request by the applicable Indemnified Party; provided that, notwithstanding anything herein to the contrary, in no event shall the Servicer be liable for special, punitive, indirect 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; provided further that, the foregoing proviso shall in no way limit or vitiate any obligations of the Servicer to indemnify an Indemnified Party hereunder with respect to any claims brought by third parties for special, indirect, consequential, remote, speculative or punitive damages whatsoever. Notwithstanding anything herein to the contrary contained hereincontrary, each Indemnitee Indemnified Party hereby agrees to not seek payment from the Servicer with respect to any indemnification pursuant to this Section 16.2 prior to seeking payment from the Borrower; provided that any Indemnitee Indemnified Party 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, (y) such Indemnitee Indemnified Party is stayed from such request to the Borrower under applicable bankruptcy laws or (z) the Borrower does not make such payment within five ten (510) Business Days of the Distribution Date immediately succeeding receipt of written request by such Indemniteethe Indemnified Party in accordance with Section 16.1. Notwithstanding anything contained in Indemnification under this Section 16.2 or otherwise in shall survive the termination of this Agreement and the resignation or in removal of any other Transaction Document, 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. Any Indemnified Amounts shall be paid by the Servicer shall not be liable to the Facility Agent, for the Lender, any benefit of the Secured Parties or any other Person for any consequential applicable Indemnified Party, within fifteen (including loss 15) daysBusiness Days following receipt by the Servicer of profitthe Facility Agent’s written demand therefor (and the Facility Agent shall pay such amounts to the applicable Indemnified Party promptly after the receipt by the Facility Agent of such amounts), indirect, special or punitive damages of any kind whatsoever under this Agreement or any other Transaction Document.