Indemnification by Servicer. The Servicer shall indemnify and hold harmless the Trustee and the Depositor and their respective officers, directors, agents and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or Affiliates of its obligations under Sections 3.17, 3.18 and 3.20, any material misstatement or omission in any documents prepared thereunder (to the extent the Servicer is responsible for providing information or calculating amounts included in such information), the failure of such Servicer or any related Sub-Servicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to Section 3.18 or Annual Statement of Compliance required pursuant to Section 3.17, as applicable, or any material misstatement or omission contained in any Assessment of Compliance, Accountant's Attestation or Annual Statement as to Compliance provided on its behalf pursuant to Section 3.18 or 3.17, as applicable, or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the indemnified parties, then the Servicer agrees that it shall contribute to the amount paid or payable by the indemnified parties as a result of the losses, claims, damages or liabilities of the indemnified parties in such proportion as is appropriate to reflect the relative fault of the Servicer on the one hand and the indemnified parties on the other.
Indemnification by Servicer. The Servicer shall indemnify the Asset Representations Reviewer against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the administration of this Agreement and the performance of its duties hereunder. The Asset Representations Reviewer shall notify the Servicer promptly of any claim for which it may seek indemnity. Failure by the Asset Representations Reviewer to so notify the Servicer shall not relieve the Servicer of its obligations hereunder. The Servicer shall defend any such claim, and the Asset Representations Reviewer may have separate counsel and the Servicer shall pay the fees and expenses of such counsel. The Servicer shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Asset Representations Reviewer arising out of or resulting from the Asset Representations Reviewer’s own bad faith, negligence, willful misfeasance or breach of this Agreement. The Servicer’s obligations under this Section 5.02 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.
Indemnification by Servicer. The initial Servicer agrees to indemnify, defend and hold harmless the Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as such, in its individual capacity and in its capacity as Successor Servicer) and any Successor Servicer (as such and in its individual capacity) and each of their officers, directors, employees and agents for and from and against any and all claims, losses, penalties, fines, forfeitures, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees and related costs and any other reasonable costs, fees and expenses that such Person may sustain as a result of the Servicer’s fraud or the failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from gross negligence, willful misconduct or fraud by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereof. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement 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 the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder to...
Indemnification by Servicer. 110 SECTION 3.23. Prepayment Charge Reporting Requirements............... 111 SECTION 3.24. Statements to Trustee.................................. 111 SECTION 3.25. Further Indemnification by the Servicer................ 111 SECTION 3.26. Nonsolicitation........................................ 112 SECTION 3.27. Existing Servicing Agreement........................... 112 SECTION 3.28. High Cost Mortgage Loans............................... 112 SECTION 3.29. [RESERVED]............................................. 113 ARTICLE IV DISTRIBUTIONS............................................... 113 SECTION 4.01. Advances............................................... 113 SECTION 4.02. Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls......................... 113 SECTION 4.03. Distributions on the REMIC Interests................... 114 SECTION 4.04. Distributions.......................................... 114 SECTION 4.05. Monthly Statements to Certificateholders............... 122 ARTICLE V THE CERTIFICATES............................................ 126 SECTION 5.01. The Certificates....................................... 126 SECTION 5.02. Certificate Register; Registration of Transfer and Exchange of Certificates............................... 127 SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...... 131 SECTION 5.04. Persons Deemed Owners.................................. 131 SECTION 5.05. Access to List of Certificateholders' Names and Addresses.......................................... 132 -ii- TABLE OF CONTENTS (continued) PAGE ---- SECTION 5.06. Book-Entry Certificates................................ 132 SECTION 5.07. Notices to Depository.................................. 133 SECTION 5.08. Definitive Certificates................................ 133 SECTION 5.09. Maintenance of Office or Agency........................ 133 SECTION 5.10. Pre-Funding Account.................................... 133 SECTION 5.11. Capitalized Interest Account........................... 134
Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") agrees to indemnify, defend and hold harmless the 1998-C Securitization Trustee, the Titling Trustee and each of their respective officers, directors, employees and agents (each an "Indemnified Party") for any and all liabilities, losses, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be incurred by any Indemnified Party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 1998-C SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 1998-C SUBI Sub-Trust) or the 1998-C Securitization Trustee.
Indemnification by Servicer. The Servicer agrees to indemnify, defend and hold the Indenture Trustee (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer, the Hedge Counterparties (as such and in their individual capacities) and each Securityholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other reasonable costs, fees and expenses that such Person may sustain as a result of the Servicer’s fraud or the failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from the gross negligence, willful misconduct or fraud by the Person claiming indemnification. The Servicer shall immediately notify the Indenture Trustee and the Owner Trustee if a claim is made by any party with respect to this Agreement, and the Servicer shall assume (with the consent of the indemnified party) the defense and any settlement 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 the indemnified party in respect of such claim.
Indemnification by Servicer. The Servicer shall indemnify and hold harmless the Assignee, its present and former directors, officers, employees and assignees (each, an “Indemnified Party”) against any and all third party claims, losses, penalties, damages, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnified Party may sustain (for avoidance of doubt, including those payable by an Indemnified Party to any third party, including affiliates of such Indemnified Party) in any way related to the failure of the Servicer to service the Mortgage Loans in compliance with the terms of the Servicing Agreement and this Agreement; provided, however, the Servicer shall not be liable hereunder with respect to (i) any action or inaction resulting from the written direction or consent of an Indemnified Party, (ii) any action or inaction resulting from an Indemnified Party’s failure to cause any Collateral File (or portion thereof) to be released to the Servicer pursuant to Sections 2.18 or 4.2(c) of the Servicing Agreement, or (iii) any action or inaction resulting from an Indemnified Party’s failure to comply with Section 5.1(b) or Section 5.6 of the Servicing Agreement.
Indemnification by Servicer. Without limiting any other rights which Sponsor may have under the Operative Documents or under applicable law, and subject to the notice and other procedural requirements of Section 11.2 of the Loan Facility Agreement, Servicer hereby agrees to indemnify upon demand and hold Sponsor harmless from and against all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees actually incurred and disbursements as and when incurred, awarded against or incurred by Sponsor, which directly arise out of Servicer’s gross negligence or willful misconduct in connection with its administration of the Franchisee Loan Program. Sponsor expressly acknowledges and agrees that Servicer shall exercise with respect to the Franchisee Loan Program the same standard of care and diligence in the performance of its duties, responsibilities and obligations under the Operative Documents as it generally exercises with respect to loans of a similar size and structure in Servicer’s sole and absolute discretion. Notwithstanding the foregoing, neither Servicer nor any of its directors, officers, agents or employees shall have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with the Operative Documents (other than any of the foregoing made by any of them), any Loan Document or any borrowing hereunder or thereunder, (ii) the performance or observance of any of the covenants or agreements of any Borrower; (iii) the satisfaction of any condition specified in Article 4 of the Loan Agreements, except receipt of the Loan Documents; or (iv) the validity, effectiveness or genuineness of the Operative Documents or any of the Loan Documents or any other instrument or writing furnished in connection herewith or therewith, provided, however, that in each case Servicer, its directors, officers, agents and employees are acting in good faith and without actual knowledge of a defect in or invalidity of any of the foregoing; or if Servicer, its directors, officers, agents or employees do have knowledge of any such defect or invalidity, provided that Sponsor: (x) has been promptly notified by Servicer of such defect or invalidity; and (y) has expressly consented to any and all actions to be taken by Servicer, its directors, officers, agents or employees as a result of, which is attributable to, or otherwise relates to, such defect or invalidity. Servicer shall not incur any liability by acting in re...
Indemnification by Servicer. 2.l(a) Servicer agrees to indemnify and hold harmless GFDL, each officer, director and employee of GFDL, and each person, if any, who controls GFDL, within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 2.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Servicer) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities, or expenses (or actions in respect thereof) or settlements are related to Servicer's performance of, or failure to perform its duties under the Agreement and arise:
(i) by reason of the Servicer's willful misfeasance, bad faith or negligence in performance of its duties or obligations hereunder or by reason of reckless disregard of its duties or obligations hereunder;
(ii) from reasonable reliance on information furnished to GFDL by Servicer or its affiliates;
(iii) as a result of any material failure by Servicer to provide the services and furnish the materials under the terms of this Agreement; or
(iv) out of or result from any material breach of any representation or warranty made by Servicer in this Agreement or arise out of or result from any other material breach of this Agreement by Servicer, as limited by and in accordance with the provisions of Sections 2.1(b) and 2.1(c) hereof.
Indemnification by Servicer. 103 Section 3.23. Prepayment Charge Reporting Requirements............... 104 Section 3.24. Information to the Trustee............................. 104 Section 3.25. Indemnification........................................ 104 Section 3.26. No Solicitation........................................ 105 Section 3.27. High Cost Mortgage Loans............................... 105 Section 3.28. Special Servicing Agreements........................... 105 ARTICLE IV. DISTRIBUTIONS.............................................. 106 Section 4.01. Advances............................................... 106 Section 4.02. Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls.................... 107 Section 4.03. Distributions on the REMIC Interests................... 107 Section 4.04. Distributions.......................................... 107 Section 4.05. Monthly Statements to Certificateholders............... 116
