Indemnification of Servicer Clause Samples

Indemnification of Servicer. To the extent the Servicer is not reimbursed and indemnified by the Credit Parties, each Participant will reimburse and indemnify the Servicer, ratably according to the respective Pro Rata Shares, in either case, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Servicer in performing its duties hereunder, in any way relating to or arising out of this Agreement or the other Operative Documents; provided that no Participant shall be liable to the Servicer for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Servicer’s gross negligence or willful misconduct.

Indemnification of Servicer. The Lenders will indemnify and hold the Servicer and its respective advisors, directors, officers, shareholders, members, partners, employees, agents and Affiliates (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) (each, a “Lender Indemnified Person”) harmless from and against any and all losses, liabilities, obligations, claims, damages, costs and expenses actually and reasonably incurred by such Lender Indemnified Person, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any such Lender Indemnified Person may suffer or incur as a result of: (i) any breach of any of the representations, warranties, covenants or agreements made by Lenders in this Agreement, or (ii) any action instituted against a Lender Indemnified Person in any capacity, or any of them or their respective Affiliates, by any shareholder of Lender or other third party who is not an Affiliate of such Lender Indemnified Person, with respect to any of the transactions contemplated by this Agreement. The Lenders will not be liable to any Lender Indemnified Person under this Agreement to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Lender Indemnified Person’s material breach of any of the representations, warranties, covenants or agreements made by such Lender Indemnified Person in this Agreement or attributable to the material actions or material inactions of such Lender Indemnified Person.

Indemnification of Servicer. Subservicer agrees to indemnify and hold Servicer harmless from and against any and all claims, losses, damages and reasonable out-of-pocket expenses arising out of or in any way related to breach of any representation, warranty or covenant set forth in this Agreement.

Indemnification of Servicer. Owner shall indemnify and hold harmless Servicer and its directors, officers, employees, agents, representatives and controlling Persons (collectively, the "Indemnified Persons") against any and all claims, demands, actions, losses, damages, penalties, fines, forfeitures, including reasonable legal fees and charges, judgments, arbitral awards and any other costs, fees, charges and expenses ("Claims") that the Servicer or the Indemnified Persons may sustain as a result of third party claims, actions, investigations or proceedings brought against the Servicer or the Indemnified Persons, which are related to the Owner's acts or omissions hereunder or the breach of any of Owner's representations, warranties and covenants hereunder, except for Claims for which the Servicer is required to indemnify any Person pursuant to Section 8.2, or which result from an act or omission caused by Servicer or the failure of Servicer to service and administer the Contracts in strict compliance with the terms of this Servicing Agreement. Servicer shall give Owner prompt written notice of any such Claim within three (3) Business Days of the Servicer's receipt of notice thereof (or such longer reasonable time if the rights of the Owner are not prejudiced thereby), and shall not settle or compromise such Claim without the Owner's prior written consent. Owner may, in its sole discretion, assume Servicer's defense of any such Claim with counsel reasonably acceptable to Servicer.

Indemnification of Servicer. 65 14.7 The Servicer in its Individual Capacity...............................................65 14.8 Holders of Participation Certificates.................................................65

Indemnification of Servicer. Subservicer shall indemnify and hold Servicer, its officers, directors, employees and agents (the “Servicer Indemnified Parties”) harmless from, and will reimburse the Servicer Indemnified Parties for, any and all Losses incurred by any of the Servicer Indemnified Parties to the extent that such Losses result from, are caused by or arise out of any one or more of the following: (a) Any material misrepresentations made by Subservicer in this Agreement, or in any schedule, exhibit, or certificate furnished pursuant hereto; (b) Any material breach of any of the representations and warranties of Subservicer or the nonfulfillment of any term, covenant, condition or obligation of Subservicer set forth in this Agreement or in any schedule, statement, exhibit, or certificate furnished pursuant hereto, or any default or failure to perform by Subservicer hereunder; (c) Any failure of Subservicer to comply with the terms of any Private Investor Agreement, or any Pooling and Servicing Agreement or any other Applicable Requirements in connection with subservicing the Mortgage Loans; (d) Any liabilities or obligations, contingent or otherwise, of Subservicer of any nature whatsoever relating to Subservicer’s obligations under this Agreement, to the extent that any related Loss to Servicer is not increased by negligence, bad faith or willful misconduct on the part of Servicer; (e) Any non-compliance with the terms of any powers of attorney or the use thereof that results in a Loss to Servicer; or (f) Any failure by Subservicer to deliver a Distribution Certificate in accordance with Section 5.01. The indemnity provided in this Section 13.03 shall remain in full force and effect regardless of any investigation made by Servicer or its representatives.

Indemnification of Servicer. 79 Section 12.7 The Servicer in its Individual Capacity..................79 Section 12.8 Holders of Participation Certificates....................79 ARTICLE XIII MISCELLANEOUS...................................................80 Section 13.1 Notices..................................................80 Section 13.2 Amendments, Etc..........................................80 Section 13.3 No Waiver; Remedies Cumulative...........................81 Section 13.5 Right of Setoff..........................................82 Section 13.6 Benefit of Agreement; Assignments; Participations........82 Section 13.7 Governing Law; Submission to Jurisdiction................84 Section 13.8 Counterparts.............................................85 Section 13.9 Severability.............................................85 Section 13.10

Indemnification of Servicer. The Subservicer shall indemnify the Servicer and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from a breach of the Subservicer’s representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Subservicer to indemnify the Servicer as provided in this Section 4.17 constitute the sole remedies of the Servicer respecting a breach of the foregoing representations and warranties. Any cause of action against the Subservicer relating to or arising out of the breach of any representations and warranties made in Article IV shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Servicer or notice thereof by the Subservicer to the Servicer, (ii) failure by the Subservicer to cure such breach, and (iii) demand upon the Subservicer by the Servicer for compliance with this Agreement.

Indemnification of Servicer. Purchaser agrees to indemnify, defend and hold Servicer, its subsidiaries, affiliates, and their respective officers, directors and employees, harmless of and from any claim, proceeding, suit, damage, liability, loss, cost, charge, or expense or any other liability of every nature, kind and description whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) incurred or suffered by Servicer, by reason of, resulting from or arising directly or indirectly out of: (A) the failure by Purchaser to properly perform its duties and obligations hereunder in a timely manner through the Conversion Date including, without limitation, the failure by the Purchaser or its agents, directors, officers, servants or employees to comply with any Requirements of Law or with applicable MasterCard and VISA operating regulations in connection therewith; (B) the provision of Services in a manner other than as set forth in Servicer’s Policies and Procedures as a result of Purchaser’s request or the express provisions of this Agreement provided that, indemnification against Purchaser shall exist only if such Services were rendered substantially in accordance with Purchaser’s request or the express provisions of this Agreement; or (C) the breach of any of Purchaser’s representations, warranties, covenants or agreements contained herein.