Common use of Waiver of Certain Accounting Claims; Special Indemnity Clause in Contracts

Waiver of Certain Accounting Claims; Special Indemnity. LIFT does hereby (a) assume liability for and agree to indemnify and hold harmless on an After-Tax-Basis, in accordance with this Article XI, each of the Indemnified Parties from any and all Losses that may be imposed on, incurred by or asserted against any Indemnified Party directly or indirectly arising out of, in connection with or related to any claims of shareholders or creditors of any Person within the LIFT Group or of any other Person arising out of, in connection with or related to, the compliance by LIFT or any other Person within the LIFT Group of their respective obligations, including any of their respective reporting obligations ("COMPLIANCE OBLIGATIONS") to any holders of outstanding Notes or Beneficial Interest Certificates, any holders of any other securities issued by any Person within the LIFT Group or any Governmental Authorities and for all instructions, discretion, judgments and assumptions related to such Compliance Obligations (collectively "ACCOUNTING CLAIMS"); PROVIDED, HOWEVER, that such indemnity shall not apply to the extent that such Losses are finally adjudicated to have been directly caused by the willful misconduct or gross negligence of the Servicer in respect of its obligation to apply the Standard of Care in respect of its performance of such Services, (b) waive, and shall cause each other Person within the LIFT Group to waive, any and all Accounting Claims that may be made by or on behalf of LIFT or any other Person within the LIFT Group against any Indemnified Party and (c) agree not to xxx, and to SERVICING AGREEMENT cause each other Person within the LIFT Group not to xxx, upon any such Accounting Claim.

Waiver of Certain Accounting Claims; Special Indemnity. LIFT GFL does hereby (a) assume liability for and agree to indemnify and hold harmless on an After-Tax-Basis, in accordance with this Article XI, each of the Indemnified Parties from any and all Losses that may be imposed on, incurred by or asserted against any Indemnified Party directly or indirectly arising out of, in connection with or related to any claims of shareholders or creditors of any Person within the LIFT GFL Group or of Genesis or of any other Person arising out of, in connection with or related to, the compliance by LIFT GFL or any other Person within the LIFT GFL Group or Genesis of their respective obligations, including any of their respective reporting obligations ("COMPLIANCE OBLIGATIONS"“Compliance Obligations”) to any holders of outstanding Notes or Beneficial Interest CertificatesNotes, any holders of any other securities issued by any Person within the LIFT GFL Group or of Genesis or any Governmental Authorities and for all instructions, discretion, judgments and assumptions related to such Compliance Obligations (collectively "ACCOUNTING CLAIMS"“Accounting Claims”); PROVIDEDprovided, HOWEVERhowever, that such indemnity shall not apply to the extent that such Losses are finally adjudicated to have been directly caused by the willful misconduct (including willful misconduct that constitutes fraud) or gross negligence of the Servicer (or Servicer Delegate) in respect of its obligation to apply the Standard of Care in respect of its performance of such Services, (b) waive, and shall cause each other Person within the LIFT GFL Group and Genesis to waive, any and all Accounting Claims that may be made by or on behalf of LIFT GFL or Genesis or any other Person within the LIFT GFL Group or of any holder of a Beneficial Interest against any Indemnified Party and (cb) agree not to xxxsxx, and to SERVICING AGREEMENT cause each other Person within the LIFT GFL Group and Genesis not to xxxsxx, upon any such Accounting Claim.

Waiver of Certain Accounting Claims; Special Indemnity. LIFT GAL does hereby (a) assume liability for and agree to indemnify and hold harmless on an After-Tax-Basis, in accordance with this Article XI, each of the Indemnified Parties from any and all Losses that may be imposed on, incurred by or asserted against any Indemnified Party directly or indirectly arising out of, in connection with or related to any claims of shareholders or creditors of any Person within the LIFT GAL Group or of Genesis or of any other Person arising out of, in connection with or related to, the compliance by LIFT GAL or any other Person within the LIFT GAL Group or Genesis of their respective obligations, including any of their respective reporting obligations ("COMPLIANCE OBLIGATIONS"“Compliance Obligations”) under the Credit Agreement or to any holders of outstanding Notes or Beneficial Interest Certificates, any holders holder of any other Indebtedness or of any debt or equity securities issued by any Person within the LIFT GAL Group or any Governmental Authorities and for all instructions, discretion, judgments and assumptions related to such Compliance Obligations (collectively "ACCOUNTING CLAIMS"“Accounting Claims”); PROVIDEDprovided, HOWEVERhowever, that such indemnity shall not apply to the extent that such Losses are finally adjudicated to have been directly caused by the willful misconduct (including willful misconduct that constitutes fraud) or gross negligence of the Servicer in respect of its obligation to apply the Standard of Care in respect of its performance of such Services, (b) waive, and shall cause each other Person within the LIFT GAL Group to waive, any and all Accounting Claims that may be made by or on behalf of LIFT GAL or any other Person within the LIFT GAL Group or of any holder of a beneficial interest in respect of the GAL Group against any Indemnified Party and (cb) agree not to xxx, and to SERVICING AGREEMENT cause each other Person within the LIFT GAL Group and Genesis not to xxx, upon any such Accounting Claim.

Waiver of Certain Accounting Claims; Special Indemnity. LIFT Genesis does hereby (a) assume liability for and agree to indemnify and hold harmless on an After-Tax-Basis, in accordance with this Article XI, each of the Indemnified Parties from any and all Losses that may be imposed on, incurred by or asserted against any Indemnified Party directly or indirectly arising out of, in connection with or related to any claims of shareholders or creditors of any Person within the LIFT Genesis Group or of any other Person arising out of, in connection with or related to, the compliance by LIFT Genesis or any other Person within the LIFT Genesis Group of their respective obligations, including any of their respective reporting obligations ("COMPLIANCE OBLIGATIONS"“Compliance Obligations”) to any holders of outstanding Notes or Beneficial Interest Certificatesparty to any Financing Agreement applicable to any Person in the Genesis Group, any holders holder of any other Indebtedness or of any debt or equity securities issued by any Person within the LIFT Genesis Group or any Governmental Authorities and for all instructions, discretion, judgments and assumptions related to such Compliance Obligations (collectively "ACCOUNTING CLAIMS"“Accounting Claims”); PROVIDEDprovided, HOWEVERhowever, that such indemnity shall not apply to the extent that such Losses are finally adjudicated to have been directly caused by the willful misconduct (including willful misconduct that constitutes fraud) or gross negligence of the Servicer in respect of its obligation to apply the Standard of Care in respect of its performance of such Services, (b) waive, and shall cause each other Person within the LIFT Genesis Group to waive, any and all Accounting Claims that may be made by or on behalf of LIFT Genesis or any other Person within the LIFT Genesis Group or of any holder of a beneficial interest in respect of the Genesis Group against any Indemnified Party and (c) agree not to xxxsxx, and to SERVICING AGREEMENT cause each other Person within the LIFT Genesis Group not to xxxsxx, upon any such Accounting Claim.

Waiver of Certain Accounting Claims; Special Indemnity. LIFT AFT does hereby (a) assume liability for and agree to indemnify and hold harmless on an After-Tax-Basis, in accordance with this Article XI, each of the Indemnified Parties from any and all Losses that may be imposed on, incurred by or asserted against any Indemnified Party directly or indirectly arising out of, in connection with or related to any claims of shareholders or creditors of any Person within the LIFT AFT Group or of any other Person arising out of, in connection with or related to, the compliance by LIFT AFT or any other Person within the LIFT AFT Group of their respective obligations, including any of their respective reporting obligations ("COMPLIANCE OBLIGATIONSCompliance Obligations") to any holders of outstanding Notes or Beneficial Interest Certificates, any holders of any other securities issued by any Person within the LIFT AFT Group or any Governmental Authorities and for all instructions, discretion, judgments and assumptions related to such Compliance Obligations (collectively "ACCOUNTING CLAIMSAccounting Claims"); PROVIDEDprovided, HOWEVERhowever, that such indemnity shall not apply to the extent that such Losses are finally adjudicated to have been directly caused by the willful misconduct or gross negligence of the Servicer in respect of its obligation to apply the Standard of Care in respect of its performance of such Services, (b) waive, and shall cause each other Person within the LIFT AFT Group to waive, any and all Accounting Claims that may be made by or on behalf of LIFT AFT or any other Person within the LIFT AFT Group against any Indemnified Party and (c) agree not to xxxsue, and xxd to SERVICING AGREEMENT cause each other Person within the LIFT AFT Group not to xxxsue, upon xxon any such Accounting Claim.