Indemnities of the Master Servicer Sample Clauses

The "Indemnities of the Master Servicer" clause establishes the obligation of the master servicer to compensate or reimburse other parties for losses, damages, or liabilities arising from its actions or omissions in performing its duties. Typically, this clause applies when the master servicer's negligence, misconduct, or failure to fulfill contractual obligations results in claims or expenses for the other parties involved, such as the trust or investors. Its core practical function is to allocate risk by ensuring that the master servicer bears financial responsibility for its own errors or breaches, thereby protecting other parties from potential losses caused by the master servicer's conduct.
Indemnities of the Master Servicer. (a) Subject to Section 4.33 hereof, the Master Servicer agrees to indemnify the Trust Fund, the Trustee and the Depositor and their respective directors, officers, employers and agents (the “Indemnified Parties”) from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities that the Indemnified Parties may sustain to the extent attributable to the failure of the Master Servicer to perform its duties under this Agreement in compliance with its obligations hereunder, including, without limitation, its obligation to master service the Mortgage Loans in compliance with the terms of this Agreement. Each Indemnified Party shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust Fund, the Depositor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. This indemnification shall survive the termination of this Agreement and the resignation or removal of the Master Servicer. (b) This Section 8.04 shall survive the termination of this Agreement, the resignation or removal of the Master Servicer, and the resignation or removal of the Trustee, with respect to the acts or omissions of the Master Servicer while it acted as Master Servicer.
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Indemnities of the Master Servicer. (a) The ---------------------------------- Master Servicer agrees to indemnify the Trust, the Trustee, the Depositor, each Holder of a Certificate, the Back-Up Servicer and the Unaffiliated Seller, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Trust, or with respect to any taxes imposed on the Trust, the Trustee, the Depositor, the Holder of such Certificate, the Back-Up Servicer, or the Unaffiliated Seller and their respective directors, officers, employees and agents through the Master Servicer's acts or omissions in violation of this Agreement (other than with respect to recourse on the Mortgage Loans and subject to the servicing standard set forth in Section 4.01), except to the extent such indemnified party's own bad faith, willful misconduct or negligence contributes to the costs, expense, loss, claim, damage or liability. 107 (b) The Master Servicer also agrees to indemnify the Trustee, its directors, officers, employees or agents from, and hold it harmless against, any and all losses, liabilities, damages, claims, expenses (including attorneys fees and disbursements), fines or penalties, or judgments arising out of or in connection with the performance by the Trustee of its duties hereunder, or the issuance of the Certificates except to the extent such indemnified party's own bad faith, willful misconduct or negligence contributes to the loss, liability, damage, claim or expense. (c) This Section 8.04 shall survive the termination of this Agreement, the resignation or removal of WSC as Master Servicer, and the resignation or removal of the Trustee, with respect to the acts or omissions of WSC while it acted as Master Servicer. (d) This indemnification provision shall apply to and bind each Successor Servicer (including, without limitation, the Back-Up Servicer) with respect to its acts and omissions during the period it shall act as Master Servicer.
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Indemnities of the Master Servicer. (a) The Master Servicer agrees to indemnify (i) the Trust Estate from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable attorneys' fees of counsel) arising as a result of the Master Servicer's acts or omissions (subject to the administration standard set forth in Section 5.2(b)) in violation of this Indenture and (ii) the Trustee, any separate trustee or co-trustee, if any, their directors, officers, employees and agents, from, and hold it harmless against, any and all losses, liabilities, damages, claims, expenses (including attorney's fees and disbursements), fines or penalties, or judgments arising out of or in connection with the performance by the Trustee, separate trustee, if any, or co-trustee, if any, of its duties hereunder or in connection with the Trust Estate, or the issuance of the Notes except to the extent the Trustee's, separate trustee's or co-trustee's own bad faith, willful misconduct or negligence has been judicially determined to have contributed to the loss, liability, damage, claim or expense. (b) This Section 12.1 shall survive the termination of this Indenture or the resignation or removal of the Trustee in respect of rights accrued prior to such resignation or removal.
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Related to Indemnities of the Master Servicer

  • Liabilities of the Master Servicer The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by it herein.

  • Indemnities of Servicer The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement: (a) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

  • Duties of the Master Servicer The Certificateholders, by their purchase and acceptance of the Certificates, appoint Aurora Loan Services Inc., as Master Servicer. For and on behalf of the Depositor, the Trustee and the Certificateholders, the Master Servicer shall master service the Mortgage Loans in accordance with the provisions of this Agreement and the provisions of the applicable Servicing Agreement.

  • Respective Liabilities of the Depositor and the Master Servicer The Depositor and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by them herein.

  • Liability of the Master Servicer Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer or the Company and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Subservicer or Seller for indemnification of the Master Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.