Common use of Servicer Indemnity Clause in Contracts

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.