Common use of Indemnities of the Servicer Clause in Contracts

Indemnities of the Servicer. (a) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee, and their respective officers, directors, employees and agents from and against any and all costs, losses, claims and liabilities arising out of, or imposed upon any such Person through the Servicer’s (including in its capacity as Custodian) willful misconduct, bad faith or negligence (except for errors in judgment) in the performance of its duties under any Transaction Document to which it is a party. (b) Promptly upon receipt by the Issuer, the Owner Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents (each, for purposes of this Section 6.3(b), an “Indemnified Person”) of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such Proceeding will be made against the Servicer under this Section 6.3, notify the Servicer of the commencement of such Proceeding. The Servicer may participate in and assume the defense and settlement of any such Proceeding at the Servicer’s expense. No settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligation will include the reasonable fees and expenses of counsel and the expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for the separate counsel to such Indemnified Person. (c) For purposes of this Section 6.3, if the Servicer is terminated pursuant to Section 7.1 or if the Servicer resigns pursuant to Section 6.6, such Servicer will be deemed to continue to be the Servicer until a Successor Servicer (other than the Indenture Trustee) has assumed the obligations of the Servicer in accordance with Section 7.2. (d) The Servicer’s obligations under this Section 6.3 with respect to the period such Person was (or was deemed to be) the Servicer will survive the termination of or resignation by such Person as Servicer, the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of the Issuer. If the Servicer makes any indemnity payments pursuant to this Section 6.3 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Servicer, without interest.

Indemnities of the Servicer. (a) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee, and their respective officers, directors, employees and agents from and against any and all costs, losses, claims and liabilities arising out of, or imposed upon any such Person through the Servicer’s 's (including in its capacity as Custodian) willful misconduct, bad faith or negligence (except for errors in judgment) in the performance of its duties under any Transaction Basic Document to which it is a party. (b) Promptly upon receipt by the Issuer, the Owner Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents (each, for purposes of this Section 6.3(b), an “"Indemnified Person”") of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such Proceeding will be made against the Servicer under this Section 6.3, notify the Servicer of the commencement of such Proceeding. The Servicer may participate in and assume the defense and settlement of any such Proceeding at the Servicer’s 's expense. No settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s 's indemnification obligation will include the reasonable fees and expenses of counsel and the expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s 's intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for the separate counsel to such Indemnified Person. (c) For purposes of this Section 6.3, if the Servicer is terminated pursuant to Section 7.1 or if the Servicer resigns pursuant to Section 6.6, such Servicer will be deemed to continue to be the Servicer until a Successor Servicer (other than the Indenture Trustee) has assumed the obligations of the Servicer in accordance with Section 7.2. (d) The Servicer’s 's obligations under this Section 6.3 with respect to the period such Person was (or was deemed to be) the Servicer will survive the termination of or resignation by such Person as Servicer, the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of the Issuer. If the Servicer makes any indemnity payments pursuant to this Section 6.3 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Servicer, without interest.

Indemnities of the Servicer. (a) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee, and their respective officers, directors, employees and agents from and against any and all costs, losses, claims and liabilities arising out of, or imposed upon any such Person through the Servicer’s (including in its capacity as Custodian) willful misconduct, bad faith or negligence (except for errors in judgment) in the performance of its duties under any Transaction Document to which it is a party. (b) Promptly upon receipt by the Issuer, the Owner Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents (each, for purposes of this Section 6.3(b), an “Indemnified Person”) of notice of the commencement of any Proceeding against any such Indemnified Person, such the Indemnified Person will, if a claim in respect of such Proceeding will be made against the Servicer under this Section 6.3, notify the Servicer of the commencement of such the Proceeding. The Servicer may participate in and assume the defense and settlement of any such Proceeding at the Servicer’s expense. No settlement of such the Proceeding may be made without the approval of the Servicer and such the Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligation will include the reasonable fees and expenses of counsel and the expenses of litigation. After notice from the Servicer to such the Indemnified Person of the Servicer’s intention to assume the defense of such the Proceeding with counsel reasonably satisfactory to such the Indemnified Person, and so long as if the Servicer so assumes the defense of such the Proceeding in a manner reasonably satisfactory to such the Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such the Indemnified Person unless there is a conflict between the interests of the Servicer and such the Indemnified Person, in which case the Servicer will pay for the separate counsel to such the Indemnified Person. (c) For purposes of this Section 6.3, if the Servicer is terminated pursuant to under Section 7.1 or if the Servicer resigns pursuant to under Section 6.6, such the Servicer will be deemed to continue to be the Servicer until a Successor Servicer (other than the Indenture Trustee) has assumed the obligations of the Servicer in accordance with Section 7.2. (d) The Servicer’s obligations under this Section 6.3 with respect to for the period such the Person was (or was deemed to be) the Servicer will survive the termination of or resignation by such the Person as Servicer, the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of the Issuer. If the Servicer makes any indemnity payments pursuant to under this Section 6.3 and the Person to or on behalf of whom such the payments are made thereafter later collects any of such the amounts from others, such the Person will promptly repay such the amounts to the Servicer, without interest.

Indemnities of the Servicer. (a) The Servicer will indemnify, defend and hold harmless agrees to indemnify the Issuer, the Owner Trustee and the Indenture TrusteeNoteholders and any of their respective directors, officers, employees or agents from, and their respective officershold each of them harmless against, directors, employees and agents from and against any and all costs, losses, liabilities, damages (other than incidental or indirect damages), claims or expenses (including reasonable attorneys' fees and liabilities arising out of, or imposed upon any such Person through expenses) proximately caused by the Servicer’s (including 's acts or omissions in its capacity violation of this Agreement, except to the extent the Issuer's, the Trustee's, the Servicer's or the directors, officers, employees or agents thereof, as Custodian) the case may be, own bad faith, willful misconduct, bad faith misconduct or negligence (except contributes to the loss, liability, damage, claim or expense; provided, however, that the Servicer's cumulative aggregate liability pursuant to this Section 4.03 for such acts or omissions, other than those relating to its failure to account for collections actually received, shall not exceed $3,000,000. Except to the extent otherwise constituting bad faith, willful misconduct or negligence, the Servicer shall not be liable to any person for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement or for errors in judgment) in the performance of its duties under any Transaction Document to which it is a party. (b) Promptly upon receipt by The Servicer agrees to indemnify the Issuer, the Owner Trustee or Trustee, and the Indenture Trustee or Noteholders and any of their respective directors, officers, directorsemployees or agents from, employees and agents hold each of them harmless against, any and all losses, liabilities, damages, claims or expenses (eachincluding reasonable attorneys' fees and expenses) arising as a result of the use, for purposes ownership or operation by the Servicer or any agent thereof of this Section 6.3(b)any Financed Vehicle. (c) Each of the Servicer, an “Indemnified Person”) of notice the Issuer and the Trustee agrees to promptly notify the indemnifying party hereunder in writing of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in action with respect of such Proceeding will to which indemnification may be made against the Servicer under owed to it pursuant to this Section 6.34.03 promptly after receipt by such party of notice of commencement thereof, but the omission so to notify the Servicer of the commencement of such Proceeding. The Servicer may participate in and assume the defense and settlement of any such Proceeding at the Servicer’s expense. No settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals indemnifying party hereunder will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligation will include relieve the reasonable fees and expenses of counsel and indemnifying party from any liability which it may have hereunder except to the expenses of litigation. After notice from extent the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such Indemnified Person unless there indemnifying party is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for the separate counsel to such Indemnified Person. (c) For purposes of this Section 6.3, if the Servicer is terminated pursuant to Section 7.1 or if the Servicer resigns pursuant to Section 6.6, such Servicer will be deemed to continue to be the Servicer until a Successor Servicer (other than the Indenture Trustee) has assumed the obligations of the Servicer in accordance with Section 7.2prejudiced thereby. (d) The Servicer’s obligations under this This Section 6.3 with respect to the period such Person was (or was deemed to be) the Servicer will 4.03 shall survive the termination of or resignation by such Person as Servicer, the termination of this Agreement and the resignation or removal of the Owner Trustee Servicer. This Agreement shall also survive the resignation or the Indenture Trustee or the termination removal of the Issuer. If the Servicer makes any indemnity payments pursuant Trustee in respect of rights accrued to this Section 6.3 and the Person it prior to such resignation or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Servicer, without interestremoval.

Indemnities of the Servicer. (a) The Servicer will indemnify, defend and hold harmless agrees to indemnify the Issuer, the Owner Trustee Trustee, the Initial Lender and the Indenture TrusteeNoteholders and any of their respective directors, officers, employees or agents from, and their respective officershold each of them harmless against, directors, employees and agents from and against any and all costs, losses, liabilities, damages (other than incidental or indirect damages), claims or expenses (including reasonable attorneys' fees and liabilities arising out of, or imposed upon any such Person through expenses) proximately caused by the Servicer’s (including 's acts or omissions in its capacity violation of this Agreement, except to the extent the Issuer's, the Trustee's, the Initial Lender's, the Noteholders' or the directors, officers, employees or agents thereof, as Custodian) the case may be, own bad faith, willful misconduct, bad faith misconduct or negligence (except contributes to the loss, liability, damage, claim or expense. Except to the extent otherwise constituting bad faith, willful misconduct or negligence, the Servicer shall not be liable to any person for any action taken or for refraining from the taking of any action in good faith pursuant to this Servicing Agreement or for errors in judgment) in the performance of its duties under any Transaction Document to which it is a party. (b) Promptly upon receipt by The Servicer agrees to indemnify the Issuer, the Owner Trustee or Trustee, and the Indenture Trustee or Noteholders and any of their respective directors, officers, directorsemployees or agents from, employees and agents hold each of them harmless against, any and all losses, liabilities, damages, claims or expenses (eachincluding reasonable attorneys' fees and expenses) arising as a result of the use, for purposes ownership or operation by the Servicer or any agent thereof of this Section 6.3(b)any Financed Vehicle. (c) Each of the Servicer, an “Indemnified Person”) of notice the Issuer and the Initial Lender agrees to promptly notify the indemnifying party hereunder in writing of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in action with respect of such Proceeding will to which indemnification may be made against the Servicer under owed to it pursuant to this Section 6.34.03 promptly after receipt by such party of notice of commencement thereof, but the omission so to notify the Servicer of the commencement of such Proceeding. The Servicer may participate in and assume the defense and settlement of any such Proceeding at the Servicer’s expense. No settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals indemnifying party hereunder will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligation will include relieve the reasonable fees and expenses of counsel and indemnifying party from any liability which it may have hereunder except to the expenses of litigation. After notice from extent the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such Indemnified Person unless there indemnifying party is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for the separate counsel to such Indemnified Person. (c) For purposes of this Section 6.3, if the Servicer is terminated pursuant to Section 7.1 or if the Servicer resigns pursuant to Section 6.6, such Servicer will be deemed to continue to be the Servicer until a Successor Servicer (other than the Indenture Trustee) has assumed the obligations of the Servicer in accordance with Section 7.2prejudiced thereby. (d) The Servicer’s obligations under this This Section 6.3 with respect to the period such Person was (or was deemed to be) the Servicer will 4.03 shall survive the termination of or resignation by such Person as Servicer, the termination of this Agreement and the resignation or removal of the Owner Trustee Servicer. This Agreement shall also survive the resignation or the Indenture Trustee or the termination removal of the Issuer. If the Servicer makes any indemnity payments pursuant Trustee in respect of rights accrued to this Section 6.3 and the Person it prior to such resignation or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Servicer, without interestremoval.

Indemnities of the Servicer. (a) The Servicer will indemnifyagrees --------------------------- to indemnify the Trust, defend 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 the Issueragainst, the Owner Trustee and the Indenture Trustee, and their respective officers, directors, employees and agents from and against any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims claims, damages and liabilities arising 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 Person Certificate, the Back-Up Servicer, or the Unaffiliated Seller and their respective directors, officers, employees and agents through the Servicer’s 's acts or omissions in violation of this Agreement (including other than with respect to recourse on the Mortgage Loans and subject to the servicing standard set forth in its capacity as Custodian) Section 4.01), except to the extent such indemnified party's own bad faith, willful misconduct, bad faith misconduct or negligence (except for errors in judgment) in contributes to the performance of its duties under any Transaction Document to which it is a partycosts, expense, loss, claim, damage or liability. (b) Promptly upon receipt The 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 IssuerTrustee of its duties hereunder, the Owner Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents (each, for purposes of this Section 6.3(b), an “Indemnified Person”) of notice issuance of the commencement of any Proceeding against any Certificates except to the extent such Indemnified Personindemnified party's own bad faith, such Indemnified Person willwillful misconduct or negligence contributes to the loss, if a liability, damage, claim in respect of such Proceeding will be made against the Servicer under this Section 6.3, notify the Servicer of the commencement of such Proceeding. The Servicer may participate in and assume the defense and settlement of any such Proceeding at the Servicer’s or expense. No settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s indemnification obligation will include the reasonable fees and expenses of counsel and the expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for the separate counsel to such Indemnified Person. (c) For purposes of this This Section 6.3, if the Servicer is terminated pursuant to Section 7.1 or if the Servicer resigns pursuant to Section 6.6, such Servicer will be deemed to continue to be the Servicer until a Successor Servicer (other than the Indenture Trustee) has assumed the obligations of the Servicer in accordance with Section 7.2. (d) The Servicer’s obligations under this Section 6.3 with respect to the period such Person was (or was deemed to be) the Servicer will 8.04 shall survive the termination of this Agreement, the resignation or resignation by such Person removal of WSC as Servicer, the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of the Issuer. If the Servicer makes any indemnity payments pursuant to this Section 6.3 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from othersTrustee, such Person will promptly repay such amounts with respect to the acts or omissions of WSC while it acted as Servicer. (d) This indemnification provision shall apply to and bind each Successor Servicer (including, without interestlimitation, the Back-Up Servicer) with respect to its acts and omissions during the period it shall act as Servicer.

Indemnities of the Servicer. (a) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee, and their respective officers, directors, employees and agents from and against any and all costs, losses, claims and liabilities arising out of, or imposed upon any such Person through the Servicer’s (including in its capacity as Custodian) 's willful misconduct, bad faith or negligence (except for errors in judgment) in the performance of its duties under any Transaction Basic Document to which it is a party. (b) Promptly upon receipt by the Issuer, the Owner Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents (each, for purposes of this Section 6.3(b), an “"Indemnified Person”") of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such Proceeding will be made against the Servicer under this Section 6.3, notify the Servicer of the commencement of such Proceeding. The Servicer may participate in and assume the defense and settlement of any such Proceeding at the Servicer’s 's expense. No settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer’s 's indemnification obligation will include the reasonable fees and expenses of counsel and the expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer’s 's intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for the separate counsel to such Indemnified Person. (c) For purposes of this Section 6.3, if the Servicer is terminated pursuant to Section 7.1 or if the Servicer resigns pursuant to Section 6.6, such Servicer will be deemed to continue to be the Servicer until a Successor Servicer (other than the Indenture Trustee) has assumed the obligations of the Servicer in accordance with Section 7.2. (d) The Servicer’s 's obligations under this Section 6.3 with respect to the period such Person was (or was deemed to be) the Servicer will survive the termination of or resignation by such Person as Servicer, the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of the Issuer. If the Servicer makes any indemnity payments pursuant to this Section 6.3 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Servicer, without interest.