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 Indemnified Parties, from and against any and all Indemnified Amounts incurred by such Indemnified Party by reason of (i) any act or omission constituting bad faith, fraud, willful misconduct, or gross negligence by the Servicer in the performance of or reckless disregard of its duties hereunder or under any other Transaction Document or (ii) any 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 Indemnified Party (a) to the extent determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party and (b) other than in the case of the Collateral Agent, the Collateral Custodian and the Securities Intermediary, 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. Any Indemnified Amounts shall be paid by the Servicer to the Facility Agent, for the benefit of the applicable Indemnified Party, within fifteen (15) days following receipt by the Servicer of the 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).

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, from and against any and all Indemnified Amounts incurred by such Indemnified Party by reason of (i) any act or omission constituting bad faith, fraud, willful misconduct, or gross negligence by the Servicer in the performance of or reckless 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 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 or willful misconduct on the part of any Indemnified Party and Party, (b) other than in the case of the Collateral Agent, the Collateral Custodian and the Securities Intermediary, resulting from the performance of the Collateral Obligations, (c) related to any loss in value of any Permitted Investment and (d) in respect of Taxes (other than Taxes that represent losses or damages arising 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, each 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 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 Indemnified Party is stayed from such request to the Borrower under applicable bankruptcy laws or (z) the Borrower does not make such payment within ten (10) Business Days of the Distribution Date immediately succeeding receipt of written request by the Indemnified Party in accordance with Section 16.1. 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. Any Indemnified Amounts shall be paid by the Servicer to the Facility Agent, for the benefit of the applicable Indemnified Party, within fifteen (15) days Business Days following receipt by the Servicer of the 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).

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 PartiesIndemnitees forthwith on demand, from and against any and all Indemnified Amounts incurred in each case determined by such Indemnified Party a court of competent jurisdiction by reason final and nonappealable judgment to have resulted from any acts or omissions of (i) any act or omission the Servicer in performing its duties hereunder strictly in its capacity as Servicer constituting bad faith, fraud, gross negligence or willful misconduct, or gross negligence by the Servicer in the performance of or reckless disregard of its duties hereunder or under any other Transaction Document or (ii) any 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 Indemnified Party Indemnitee (a) to the extent determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from bad faith, gross negligence, bad faith negligence or willful misconduct on the part of any Indemnified Party and Indemnitees, (b) other than in to the case 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 Collateral AgentServicer, the Collateral Custodian and the Securities Intermediary, (c) resulting from the performance or non-performance of the Collateral ObligationsObligations 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 Indemnified Party 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. Any Indemnified Amounts This Section 16.2 shall be paid by 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 Facility 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, for the benefit Lender, any of the applicable Indemnified PartySecured Parties or any other Person for any consequential (including loss of profit), within fifteen (15) days following receipt by the Servicer indirect, special or punitive damages of the 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)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 Indemnified PartiesParties forthwith on demand, from and against any and all Indemnified Amounts incurred by such Indemnified Party by reason of (i) any act acts or omission constituting bad faithomissions of the Servicer in its capacity as Servicer and related to any Transaction Document, fraud, willful misconduct, the transactions contemplated thereby or gross negligence any certificate or other written material delivered by the Servicer in the performance of pursuant hereto or reckless disregard of its duties hereunder or under any other Transaction Document or (ii) any breach by the Servicer of any representation, warranty or covenant of the Servicer hereunder or under any other Transaction Documentthereto, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party and (b) other than in the case of the Collateral Agent, the Collateral Custodian and the Securities Intermediary, resulting from the performance of the Collateral Obligations. The parties agree that the provisions of this Section 16.2 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to any Collateral 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 uncollected 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. Any Indemnified Amounts In no event shall the Servicer be paid by 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; provided that this sentence shall in no way limit or vitiate any obligation of the Servicer to indemnify the Facility Agent, for the benefit of the applicable Indemnified Parties hereunder with respect to a claim made against such Indemnified Party (other than by another Indemnified Party) for special, within fifteen indirect, punitive or consequential losses or damages whatsoever (15) days following receipt by the Servicer of the Facility Agent’s written demand therefor (and the Facility Agent shall pay such amounts including, but not limited to the applicable Indemnified Party promptly after the receipt by the Facility Agent of such amountslost 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 Indemnified PartiesParties forthwith on demand, from and against any and all Indemnified Amounts incurred by such Indemnified Party by reason of (i) any act acts or omission constituting bad faithomissions of the Servicer in its capacity as Servicer and related to any Transaction Document, fraud, willful misconduct, the transactions contemplated thereby or gross negligence any certificate or other written material delivered by the Servicer in the performance of pursuant hereto or reckless disregard of its duties hereunder or under any other Transaction Document or (ii) any breach by the Servicer of any representation, warranty or covenant of the Servicer hereunder or under any other Transaction Documentthereto, excluding, however, Indemnified Amounts payable to an Indemnified Party (a) to the extent determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from gross negligence, fraud, bad faith faith, criminal conduct, reckless disregard or willful misconduct on the part of any such Indemnified Party and (b) other than in the case of the Collateral Agent, the Collateral Custodian and the Securities Intermediary, 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-of- pocket expenses of litigation. Any Indemnified Amounts In no event shall the Servicer be paid by 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 the Facility Agent, for the benefit of the applicable Indemnified Party, within fifteen (15) days following receipt by the Servicer of the Facility Agent’s written demand therefor (and the Facility Agent shall pay such amounts to the applicable indemnify an Indemnified Party promptly after the receipt hereunder with respect to any claims brought by the Facility Agent of such amounts)third parties for special, indirect, consequential, remote, speculative or punitive damages whatsoever.

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, from and against any and all Indemnified Amounts incurred by such Indemnified Party by reason of (i) any act or omission constituting bad faith, fraud, willful misconduct, or gross negligence by the Servicer in the performance of or reckless 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 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 or willful misconduct on the part of any Indemnified Party and and, (b) other than in the case of the Collateral Agent, the Collateral Custodian and the Securities Intermediary, resulting from the performance of the Collateral Obligations., (c) related to any loss in value of any Permitted Investment and (d) in respect of Taxes (other than Taxes that represent losses or damages arising 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, each 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 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 Indemnified Party is stayed from such request to the Borrower under applicable bankruptcy laws or (z) the Borrower does not make such payment within ten (10) Business Days of the Distribution Date immediately succeeding receipt of written request by the Indemnified Party in accordance with Section 16.1. 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. Any Indemnified Amounts shall be paid by the Servicer to the Facility Agent, for the benefit of the applicable Indemnified Party, within fifteen (15) days daysBusiness Days following receipt by the Servicer of the 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).