Common use of Indemnities by the Servicer Clause in Contracts

Indemnities by the Servicer. Without limiting any other rights that any such Person may have hereunder or under applicable law, the Servicer hereby agrees to indemnify the Custodian, its successors, transferees, participants and assigns and all affiliates, officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), forthwith on demand, from and against any and all actual damages, losses, claims, liabilities and related costs and expenses, including attorneys' fees, expenses and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to this Agreement, any other Principal Agreement, or the exercise or performance of any of its or their powers or duties hereunder, or in respect of any Mortgage Loans or Takeout Commitment, or related in any way to their possession of, or dealings with, the Custodial Files, excluding, however, Indemnified Amounts to the extent resulting from negligence or willful misconduct on the part of such Indemnified Party. This Section 5.1 shall survive the termination of this Agreement and the earlier resignation or removal of the Custodian.

Indemnities by the Servicer. Without limiting any other rights that any such Person may have hereunder or under applicable law, the Servicer hereby agrees to indemnify the Custodian, its successors, transferees, participants and assigns and all affiliates, officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "“Indemnified Party"”), forthwith on demand, from and against any and all actual damages, losses, claims, liabilities and related costs and expenses, including attorneys' ’ fees, expenses and disbursements (all of the foregoing being collectively referred to as "“Indemnified Amounts"”) awarded against or incurred by any of them arising out of or relating to this Agreement, any other Principal AgreementTransaction Document, or the exercise or performance of any of its or their powers or duties hereunder, or in respect of any Mortgage Loans or Takeout Commitment, or related in any way to their possession of, or dealings with, the Custodial Loan Files, excluding, however, Indemnified Amounts to the extent resulting from negligence or willful misconduct on the part of any such Indemnified Party. This This Section 5.1 shall survive the termination of this Agreement and the earlier resignation or removal of the Custodian.

Indemnities by the Servicer. Without limiting any other rights that any such Person may have hereunder or under applicable law, the Servicer hereby agrees to indemnify the Custodian, its successors, transferees, participants and assigns and all affiliates, officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), forthwith on demand, from and against any and all actual damages, losses, claims, liabilities and related costs and expenses, including attorneys' fees, expenses and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to this Agreement, any other Principal the Collection Account Control Agreement, the Reserve Account Control Agreement, the Disbursement Account Control Agreement or the Repurchase Agreement or the exercise or performance of any of its or their powers or duties hereunderhereunder or thereunder, or in respect of any Mortgage Loans or Takeout Take-Out Commitment, or related in any way to their possession of, or dealings with, the Custodial FilesMortgage Assets, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party. This This Section 5.1 shall survive the termination of this Agreement and the earlier resignation or removal of the Custodian.

Indemnities by the Servicer. Without limiting any other rights that any such Person may have hereunder or under applicable law, the Servicer hereby agrees to indemnify the Custodian, its successors, transferees, participants and assigns and all affiliates, officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "“Indemnified Party"”), forthwith on demand, from and against any and all actual damages, losses, claims, liabilities and related costs and expenses, including attorneys' ’ fees, expenses and disbursements (all of the foregoing being collectively referred to as "“Indemnified Amounts"”) awarded against or incurred by any of them arising out of or relating to this Agreement, any other Principal the Collection Account Control Agreement, the Reserve Account Control Agreement, the Disbursement Account Control Agreement or the Repurchase Agreement or the exercise or performance of any of its or their powers or duties hereunderhereunder or thereunder, or in respect of any Mortgage Loans or Takeout Take-Out Commitment, or related in any way to their possession of, or dealings with, the Custodial FilesMortgage Assets, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party. This This Section 5.1 shall survive the termination of this Agreement and the earlier resignation or removal of the Custodian.

Indemnities by the Servicer. General Indemnity. Without limiting any other rights that any such Person may have hereunder or under applicable law, the Servicer hereby agrees to indemnify the CustodianCollateral Agent, its successors, transferees, participants and assigns and all affiliates, officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), forthwith on demand, from and against any and all actual damages, losses, claims, liabilities and related costs and expenses, including attorneys' fees, expenses and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to this Agreement, any other Principal the Security Agreement, the Collection Account Control Agreement, the Reserve Account Control Agreement or the Loan Agreement or the exercise or performance of any of its or their powers or duties hereunderhereunder or thereunder, or in respect of any Mortgage Loans or Takeout Take-Out Commitment, or related in any way to their possession of, or dealings with, the Custodial FilesCollateral, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party. This Section 5.1 shall survive the termination of this Agreement and the earlier resignation or removal of the CustodianCollateral Agent.

Indemnities by the Servicer. Without limiting any other rights that any such Person may have hereunder or under applicable law, the Servicer hereby agrees to indemnify the CustodianCollateral Agent, its successors, transferees, participants and assigns and all affiliates, officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), forthwith on demand, from and against any and all actual damages, losses, claims, liabilities and related costs and expenses, including attorneys' fees, expenses and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to this Agreement, any other Principal the Security Agreement, the Collection Account Control Agreement, the Reserve Account Control Agreement or the Loan Agreement or the exercise or performance of any of its or their powers or duties hereunderhereunder or thereunder, or in respect of any Mortgage Loans or Takeout Take-Out Commitment, or related in any way to their possession of, or dealings with, the Custodial FilesCollateral, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party. This Section 5.1 shall survive the termination of this Agreement and the earlier resignation or removal of the CustodianCollateral Agent.