Indemnity by the Servicer Clause Samples
Indemnity by the Servicer. The Servicer shall be liable to the Issuer, the Insurer, the Indenture Trustee, the Holders of the Class A Notes, the Owner Trustee, the Paying Agent and Certificate Registrar under the Trust Agreement and the Back-up Servicer (collectively, the “Indemnified Parties”) to the extent of the following:
(a) The Servicer shall indemnify, defend and hold harmless the Indemnified Parties and any of the officers, directors, employees and agents of the Indemnified Parties from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising out of or resulting from the use, ownership or operation by the Servicer or any affiliate thereof of a Financed Vehicle.
(b) The Servicer shall indemnify, defend and hold harmless the Indemnified Parties and any of the officers, directors, employees and agents of the Indemnified Parties from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through the breach of this Servicing Agreement by the Servicer, the negligence, misfeasance or bad faith of the Servicer in the performance of its duties under this Servicing Agreement or by reason of reckless disregard of its obligations and duties under this Servicing Agreement.
(c) The Servicer shall be strictly accountable for all payments actually received on the Contracts. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH SECTION 5.03 LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED PARTY.
(d) Notwithstanding any thing herein to the contrary, the Servicer shall not be obligated to indemnify any Person with respect to any amounts representing recourse for uncollectible Contracts.
(e) Notwithstanding any other provision in this Agreement or any other Transaction Document to the contrary, should the Back-up Servicer by any means become Successor Servicer, the Back-up Servicer shall not inherit any of the indemnification obligations with respect to the actions of any prior servicer including the original Servicer.
Indemnity by the Servicer. The Servicer shall be liable to the Seller, the Owner Trustee, the Note Insurer, the Indenture Trustee, and each Noteholder (collectively, the "Indemnified Parties") to the extent of the following:
(a) The Servicer shall indemnify, defend and hold harmless the Indemnified Parties and any of the officers, directors, employees and agents of the Indemnified Parties from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising out of or resulting from the use, ownership or operation by the Servicer or any affiliate thereof of a Financed Vehicle.
(b) The Servicer shall indemnify, defend and hold harmless the Indemnified Parties and any of the officers, directors, employees and agents of the Indemnified Parties from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through the breach of this Servicing Agreement by the Servicer, the negligence, misfeasance or bad faith of the Servicer in the performance of its duties under this Servicing Agreement or by reason of reckless disregard of its obligations and duties under this Servicing Agreement.
(c) The Servicer shall be strictly accountable for all payments actually received on the Receivables.
Indemnity by the Servicer. The Servicer indemnifies the Trustee against all loss, costs, damages, charges and expenses incurred by the Trustee:
(a) (Servicer breach): as a result of a breach by the Servicer of clause 25.11; or
(b) (Legal proceedings): in connection with the Trustee taking the action referred to in clause 25.12 or the legal proceedings referred to in clause 25.13, including all registration fees, stamp duty, legal costs charged at the usual commercial rates of the relevant legal services provider and the cost of preparing and transmitting all necessary documentation.
Indemnity by the Servicer. The Servicer shall indemnify and hold FPF, its Affiliates, its designees and assigns and each of their respective officers, directors, employees and agents and any Person holding an interest in the Conveyed Property or acting as a trustee therefor (collectively, the "Indemnified Parties") harmless against any liability, loss, damage, penalty, fine, forfeiture, legal or accounting fees, court reporting expenses, expert witness fees, and all other fees or costs of any kind, judgments or expenses, resulting from or arising out of a breach of this Servicing Agreement by the Servicer; provided, however, the Servicer shall not be liable to the Indemnified Parties by reason of any act, contract or transaction performed in good faith by the Servicer pursuant to this Servicing Agreement in accordance with the standard of care under Section 2.16 nor shall it be liable for any loss resulting therefrom, so long as such act, contract or transaction shall, at the time at which it was performed or entered into, have been reasonable and prudent under the circumstances and shall have conformed to the express provisions of this Servicing Agreement. The rights of the Indemnified Parties to indemnity, reimbursement or limitation on its liability pursuant to this Section 5.03 shall survive any Event of Servicing Default or termination of the Servicer pursuant to the provisions hereof and the transfer of the rights, duties and obligations of the Servicer to a Successor Servicer.
Indemnity by the Servicer. To the extent allowed under applicable Laws and Codes, the Servicer shall indemnify, defend, and hold harmless the Project Company Indemnified Parties from and against, any and all Losses imposed on, incurred by or asserted against any such Project Company Indemnified Party as a result of (i) the Servicer’s willful misconduct, bad faith or gross negligence in the performance of, or reckless disregard of, its duties or observance of its covenants under this Servicing Agreement (ii) the Servicer’s breach of any of its representations or warranties under this Servicing Agreement, except, in each case, to the extent of Losses that are the direct result of the willful misconduct, bad faith or gross negligence of such Project Company Indemnified Party, as applicable, seeking indemnification hereunder and (iii) the Servicer’s failure to pay the Rider OSW Charge Payments.
Indemnity by the Servicer. The Servicer agrees to indemnify, defend and hold harmless the Borrower and the Lender (each an “Indemnitee”) from and against any and all claims, losses, liabilities, damages, penalties, fines, forfeitures, legal and accounting fees and all other fees or costs of any kind, judgments or expenses resulting from or arising out of any claims, actions or proceedings brought against an Indemnitee by any third party as a result of or based upon actions or inactions by the Servicer in the performance of its obligations under this Agreement (unless such action or inaction is not required by this Agreement and was undertaken at the express written direction of such Indemnitee), including any failure by the Servicer, any subservicer or any of their agents, representatives or employees to comply with all applicable debt collection laws, rules and regulations and any other action taken in collection of the Assets. If any investigative, judicial or administrative proceeding arising from any of the foregoing is brought against the Borrower or the Lender, upon request of such party, the Servicer, or counsel designated by the Servicer and reasonably satisfactory to the Indemnitee, will resist and defend such action, suit or proceeding to the extent and in a manner reasonably directed by the Indemnitee, at the Servicer's sole cost and expense. Each Indemnitee will use its best efforts to cooperate in the defense of any such action, suit or proceeding.
Indemnity by the Servicer. Without limiting any other rights which any such person may have hereunder under applicable law, Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to:
(i) any representation or warranty made by Servicer under or in connection with any Transaction Document or any information or report delivered by or on behalf of Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made;
(ii) the failure by Servicer to comply with any applicable law, rule or regulation (including truth in lending, fair credit billing, usury, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) with respect to any Pool Receivable or other related Contract; or
(iii) any failure of Servicer to perform its duties, covenants and obligations in accordance with the applicable provisions of this Agreement.
Indemnity by the Servicer. The Servicer agrees to indemnify, defend and hold harmless the Borrower and the Lender from and against any and all claims, losses, liabilities, damages, penalties, fines, forfeitures, legal and accounting fees and all other fees or costs of any kind, judgments or expenses resulting from or arising out of any claims, actions or proceedings brought against the Borrower or the Lender by any third party as a result of or based upon actions or inactions by the Servicer in the performance of its obligations under this Servicing Agreement (provided that such action or inaction was not undertaken at the direction of the indemnified party), including any failure by the Servicer, any subservicer or any of their agents, representatives or employees to comply with all applicable debt collection laws, rules and regulations and any other action taken in collection of the Assets. Section 6.7 shall survive termination of the Agreement with respect to Servicer’s actions or inactions prior to the date of termination.
Indemnity by the Servicer. The Servicer agrees to indemnify, defend and hold harmless the Borrower and the Lender from and against any and all claims, losses, liabilities, damages, penalties, fines, forfeitures, legal and accounting fees and all other fees or costs of any kind, judgments or expenses resulting from or arising out of any claims, actions or proceedings brought against the Borrower or the Lender by any third party as a result of or based upon actions or inactions by the Servicer in the performance of its obligations under this Servicing Agreement (provided that such action or inaction was not undertaken at the
Indemnity by the Servicer. Without limiting any other rights which any such person may have hereunder under applicable law, Servicer hereby agrees to indemnify each Indemnified Party, forthwith within five Business Days of demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to:
(i) any representation or warranty made by Servicer under or in connection with any Transaction Document or any information or report delivered by or on behalf of Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made (except any such amounts to the extent representing recourse due to the insolvency or other financial inability to pay of any Obligor);
(ii) the failure by Servicer to comply with any applicable law, rule or regulation (including truth in lending, fair credit billing, usury, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) with respect to any Pool Receivable or other related Contract;
(iii) any failure of Servicer to perform its duties, covenants and obligations in accordance with the applicable provisions of this Agreement; or
(iv) any dispute, claim, offset or defense (other than a discharge in bankruptcy of the related Obligor) of an Obligor to the payment of any Receivable in or purporting to be in the Receivables Pool resulting solely from collection or other servicing activities of the Servicer with respect to such Receivable.