Common use of Indemnities by the Servicer Clause in Contracts

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the 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 such Indemnified Party by reason of any acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Document, any Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its covenants under this Agreement or the other Transaction Documents, or (iv) any litigation, proceedings or investigation against the Servicer (other than as related to acts of bad faith or willful misconduct of the Administrative Agent, the Secured Parties or the Trustee). (b) Any amounts subject to the indemnification provisions of this Section 11.2 shall be paid by the Servicer to the Indemnified Party within five Business Days following such Person’s written demand therefor to the Servicer.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the 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 such Indemnified Party by reason of any acts or omissions of the ServicerServicer (other than with respect to disputes among Indemnified Parties), including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Document, any Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its covenants under this Agreement or the other Transaction Documents, or (iv) any litigation, proceedings or investigation against the Servicer (other than as related to acts of bad faith faith, breach of contract, negligence or willful misconduct of the Administrative Agent, the Secured Parties or the TrusteeCollateral Custodian). (b) Any amounts subject to the indemnification provisions of this Section 11.2 shall be paid by the Servicer to the Indemnified Party within five (5) Business Days following such Person’s written demand (setting forth the basis for such Indemnified Amounts in reasonable detail) therefor to the Servicer.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts awarded against arising out of or incurred by resulting from (whether directly or indirectly): (a) the failure of any information contained in an Information Package to be true and correct on the date thereof (or, if such information is stated therein to be as of a different date, on such different date), or the failure of any other information provided to any such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct on the date so provided (or, if such information is stated therein to be as of a different date, on such different date), (b) the failure of any acts representation, warranty or omissions of the Servicer, including, but not limited to (i) any representation statement made or warranty deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf this Agreement to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect when date made or deemed made in all respects when made, (iic) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable, or (e) any failure of the Servicer to comply perform its duties or obligations in accordance with its covenants under this Agreement or the other Transaction Documents, or (iv) any litigation, proceedings or investigation against the Servicer (other than as related to acts of bad faith or willful misconduct of the Administrative Agent, the Secured Parties or the Trustee)provisions hereof. (b) Any amounts subject to the indemnification provisions of this Section 11.2 shall be paid by the Servicer to the Indemnified Party within five Business Days following such Person’s written demand therefor to the Servicer.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts awarded against arising out of or incurred by resulting from (whether directly or indirectly): (a) the failure of any information contained in an Information Package or Interim Report to be true and correct on the date thereof (or, if such information is stated therein to be as of a different date, on such different date), or the failure of any other information provided to any such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct on the date so provided (or, if such information is stated therein to be as of a different date, on such different date), (b) the failure of any acts representation, warranty or omissions of the Servicer, including, but not limited to (i) any representation statement made or warranty deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf this Agreement to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect when date made or deemed made in all respects when made, (iic) the failure by the Servicer to comply with any Applicable LawLaw with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable, or (e) any failure of the Servicer to comply perform its duties or obligations in accordance with its covenants under this Agreement or the other Transaction Documents, or (iv) any litigation, proceedings or investigation against the Servicer (other than as related to acts of bad faith or willful misconduct of the Administrative Agent, the Secured Parties or the Trustee)provisions hereof. (b) Any amounts subject to the indemnification provisions of this Section 11.2 shall be paid by the Servicer to the Indemnified Party within five Business Days following such Person’s written demand therefor to the Servicer.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person which the Funding Agent or the Lenders or the other Indemnified Parties may have hereunder under this Agreement or under Applicable applicable Law, the Servicer hereby agrees to indemnify each the Indemnified Party, forthwith on demand, Parties and the Purchaser from and against any and all Indemnified Amounts awarded against arising out of or incurred by any such Indemnified Party by reason resulting from (whether directly or indirectly): (a) the failure of any acts information contained in any Servicer Report to be true and correct in any material respect, or omissions the failure of any other information provided to any Indemnified Party, in respect of the ServicerServicer or the Affected Assets, includingby, but not limited or on behalf of, the Servicer to be true and correct in any material respect, in each case, as of the date made or deemed to be made; (ib) the failure of any representation representation, warranty or warranty statement made or deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf this Agreement to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect when date made or deemed made, ; (iic) the failure by the Servicer to comply with any Applicable Lawapplicable Law with respect to any Receivable or any related Contract; (d) any dispute, claim, set-off or defence of any Seller to the payment of any Receivable resulting from or related to the collection activities in respect of such Receivable; or (iiie) the any failure of the Servicer to comply perform its duties or obligations in accordance with its covenants under the provisions of this Agreement or the any other Transaction DocumentsDocument, provided that, in each case, such indemnity will not apply in relation to any loss suffered by any Indemnified Party which arises, directly or (iv) any litigationindirectly, proceedings from the negligence or investigation against the Servicer (other than as related to acts of bad faith or willful wilful misconduct of the Administrative Agent, the Secured Parties or the Trustee)that Indemnified Party. (b) Any amounts subject to the indemnification provisions of this Section 11.2 shall be paid by the Servicer to the Indemnified Party within five Business Days following such Person’s written demand therefor to the Servicer.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the 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 such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to to: (i) any representation or warranty made by the Servicer under or in connection with any Transaction Document, any Servicing Report, Servicer’s Certificate Monthly Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, ; (ii) the failure by the Servicer to comply with any Applicable Law, ; (iii) the failure of the Servicer to comply with its covenants under duties or obligations in accordance with this Agreement or the any other Transaction Documents, or Document to which it is a party; (iv) any litigation, proceedings or investigation against the Servicer Servicer; (v) the commingling of Collections at any time with other than as related to acts of bad faith funds; or willful misconduct (vi) the failure of the Administrative AgentServicer or any of its agents or representatives to remit to the Collection Account, Deal Agent or Collateral Agent any Collections or Proceeds of the Secured Parties or Collateral. The provisions of this indemnity shall run directly to and be enforceable by an Indemnified Party subject to the Trustee)limitations hereof. (b) Any amounts subject to the indemnification provisions of this Section 11.2 shall not be paid by payable from the Servicer to the Indemnified Party within five Business Days following such Person’s written demand therefor to the ServicerCollateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts awarded against arising out of or incurred by resulting from (whether directly or indirectly): (a) the failure of any information contained in an Information Package to be true and correct on the date thereof (or, if such information is stated therein to be as of a different date, on such different date), or the failure of any other information provided to any such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct on the date so provided (or, if such information is stated therein to be as of a different date, on such different date), (b) the failure of any acts representation, warranty or omissions of the Servicer, including, but not limited to (i) any representation statement made or warranty deemed made by the Servicer (or any of its officers) under or in connection 719921903 05109795 27 with any Transaction Document, any Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf this Agreement to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect when date made or deemed made in all respects when made, (iic) the failure by the Servicer to comply with any Applicable LawLaw with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable, or (e) any failure of the Servicer to comply perform its duties or obligations in accordance with its covenants under this Agreement or the other Transaction Documents, or (iv) any litigation, proceedings or investigation against the Servicer (other than as related to acts of bad faith or willful misconduct of the Administrative Agent, the Secured Parties or the Trustee)provisions hereof. (b) Any amounts subject to the indemnification provisions of this Section 11.2 shall be paid by the Servicer to the Indemnified Party within five Business Days following such Person’s written demand therefor to the Servicer.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the 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 such Indemnified Party by reason of any acts or omissions of the Servicer, including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Document, any Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its covenants under this Agreement or the other Transaction Documents, or (iv) any litigation, proceedings or investigation against the Servicer (other than as related to acts of bad faith or willful misconduct of the Administrative Agent, the Secured Parties or the Trustee). (b) Any amounts subject to the indemnification provisions of this Section 11.2 shall be paid by the Servicer to the Indemnified Party within five Business Days following such Person’s written demand therefor to the Servicer. (c) The obligations of the Servicer under this Section 11.2 shall survive the resignation or removal of the Administrative Agent, the Backup Servicer, the Collection Account Bank or Successor Servicer or the Trustee and the termination of this Agreement. (d) Any indemnification payable by the Servicer pursuant to this Section 11.2 shall not be payable from the Collateral.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts awarded against arising out of or incurred by resulting from (whether directly or indirectly): (a) the failure of any information contained in an Information Package to be true and correct as of the date such information was provided (except to the extent such information relates expressly to an earlier date, in which case such information shall have been true and correct as of such earlier date), or the failure of any other written information provided to such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct as of the date such information was provided (except to the extent such information relates expressly to an earlier date, in which case such information shall have been true and correct as of such earlier date), (b) the failure of any acts representation, warranty or omissions of the Servicer, including, but not limited to (i) any representation statement made or warranty deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf this Agreement to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect when date made or deemed made in all respects when made, (iic) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable or (e) any failure of the Servicer to comply perform its duties or obligations in accordance with its covenants under this Agreement or the other Transaction Documents, or (iv) any litigation, proceedings or investigation against the Servicer (other than as related to acts of bad faith or willful misconduct of the Administrative Agent, the Secured Parties or the Trustee)provisions hereof. (b) Any amounts subject to the indemnification provisions of this Section 11.2 shall be paid by the Servicer to the Indemnified Party within five Business Days following such Person’s written demand therefor to the Servicer.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the The Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Party for Indemnified Amounts awarded against arising out of or incurred by resulting from any such Indemnified Party by reason of any acts or omissions of the Servicer, including, but not limited to following: (i) reliance on any representation or warranty made or deemed made by the Servicer under or in connection with any Transaction Document, any Servicing Report, Servicer’s Certificate this Agreement or any other information or report delivered by or on behalf of the Servicer pursuant heretoFacility Document to which it is a party, which shall have been false, false or incorrect or misleading in any respect when made or deemed made, made (without giving effect to the proviso set forth in Section 3.02(i)); and (ii) the failure by the Servicer to comply with any Applicable Lawterm, (iii) provision or covenant contained in this Agreement, the failure of Sale Agreement or any Facility Document to which it is party or with any applicable law, rule or regulation with respect to any Receivable or the Related Security; provided, that the Servicer shall not be required to comply with its covenants under this Agreement or indemnify any Indemnified Parties to the other Transaction Documentsextent of any amounts which (a) result from the culpable negligence, or (iv) any litigation, proceedings or investigation against the Servicer (other than as related to acts of bad faith or willful misconduct of the Administrative AgentIndemnified Parties, the Secured Parties or the Trustee). (b) Any amounts subject relate to the indemnification provisions of this Section 11.2 shall be paid by the Servicer amounts payable to the such Indemnified Party within five Business Days following pursuant to Sections 2.06, 2.07, 2.08 or 2.09, (c) relate to, or constitute recourse for, the lack of creditworthiness of an Obligor or the failure of an Obligor to pay a Receivable due to bankruptcy, insolvency or the financial inability of such Person’s written demand therefor Obligor to the Servicerpay such Receivable, or (d) constitute lost profits or consequential, special or punitive damages.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the 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 such Indemnified Party by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to to: (i) any representation or warranty made by the Servicer under or in connection with any Transaction Document, any Servicing Report, Servicer’s Certificate Monthly Report or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, ; (ii) the failure by the Servicer to comply with any Applicable Law, ; (iii) the failure of the Servicer to comply with its covenants under duties or obligations in accordance with this Agreement or the any other Transaction Documents, or Document to which it is a party; (iv) any litigation, proceedings or investigation against the Servicer Servicer; (v) the commingling of Collections at any time with other than as related to acts of bad faith funds; or willful misconduct (vi) the failure of the Administrative Servicer or any of its agents or representatives to remit to the Collection Account, the Deal Agent, the Secured Parties Lenders or the Trustee). (b) Any amounts Collateral Agent any Collections or Proceeds of the Collateral. The provisions of this indemnity shall run directly to and be enforceable by an Indemnified Party subject to the indemnification provisions of this Section 11.2 shall be paid by the Servicer to the Indemnified Party within five Business Days following such Person’s written demand therefor to the Servicerlimitations hereof.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person an Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts awarded against or that may be imposed on, incurred by any such or asserted against an Indemnified Party by reason in any way arising out of any acts or omissions of the Servicer, including, but not limited to relating to: (ia) any representation or warranty made by the Servicer (or any officers of Servicer) under or in connection with any Transaction Documentthis Agreement, any Servicing Report, Servicer’s Certificate other Transaction Document or any other information or report delivered by or on behalf of the Servicer pursuant heretohereto or thereto, which shall have been false, false or incorrect or misleading in any respect when made or deemed made, ; (iib) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Pool Loan or Loan Document related thereto; (iiic) the any failure of the Servicer to comply perform its duties, covenants or other obligations in accordance with its covenants under the provisions of this Agreement or the any other Transaction Documents, or Document; (ivd) the commingling of any collections of the Pool Loans at any time with other funds; (e) any litigation, proceedings action or investigation against omission by Servicer which reduces or impairs the Servicer (other than as related to acts of bad faith or willful misconduct rights of the Administrative Agent, the Secured Parties Agent or the Trustee).Lenders with respect to any Collateral or the value of any Collateral; and (bf) Any amounts subject to the indemnification provisions of this Section 11.2 shall be paid any inaccuracy in any report delivered by the Servicer to the Indemnified Party within five Business Days following such Person’s written demand therefor to the Servicer.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the 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 such Indemnified Party by reason of any acts or omissions of the ServicerServicer (other than with respect to disputes among Indemnified Parties), including, but not limited to (i) any representation or warranty made by the Servicer under or in connection with any Transaction Document, any Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made, (ii) the failure by the Servicer to comply with any Applicable Law, (iii) the failure of the Servicer to comply with its covenants under this Agreement or the other Transaction Documents, or (iv) any litigation, proceedings or investigation against the Servicer (other than as related to acts of bad faith faith, breach of contract, negligence or willful misconduct of the Administrative Agent, the Secured Parties or the TrusteeCollateral Custodian). (b) Any amounts subject to the indemnification provisions of this Section 11.2 shall be paid by the Servicer to the Indemnified Party within five ten (10) Business Days following such Person’s written demand (setting forth the basis for such Indemnified Amounts in reasonable detail) therefor to the Servicer.

Indemnities by the Servicer. (a) Without limiting any other rights --------------------------- that the Collateral Agent, the Funding Agents, the Purchasers or any such Person other Indemnified Party may have hereunder or under Applicable Lawapplicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts awarded against arising out of or incurred by any such Indemnified Party by reason resulting from (whether directly or indirectly): (a) the failure of any acts information contained in a Monthly Report, a Weekly Report or omissions a Daily Report to be true and correct, or the failure of any other information provided to the ServicerCollateral Agent, includingany Funding Agent or any Purchaser by, but not limited or on behalf of, the Servicer to be true and correct, (ib) the failure of any representation representation, warranty or warranty statement made or deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf this Agreement to have been true and correct in all respects as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect when date made or deemed made, (iic) the failure by the Servicer to comply with any Applicable Lawapplicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable, or (e) any failure of the Servicer to comply perform its duties or obligations in accordance with its covenants under this Agreement or the other Transaction Documents, or (iv) any litigation, proceedings or investigation against the Servicer (other than as related to acts of bad faith or willful misconduct of the Administrative Agent, the Secured Parties or the Trustee)provisions hereof. (b) Any amounts subject to the indemnification provisions of this Section 11.2 shall be paid by the Servicer to the Indemnified Party within five Business Days following such Person’s written demand therefor to the Servicer.

Indemnities by the Servicer. (a) Without limiting any other rights that any such Person Indemnified Party may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, Party from and against any and all Indemnified Amounts awarded against arising out of or incurred by resulting from (whether directly or indirectly): (a) the failure of any information contained in an Information Package to be true and correct on the date thereof (or, if such information is stated therein to be as of a different date, on such different date), or the failure of any other information provided to any such Indemnified Party by reason by, or on behalf of, the Servicer to be true and correct on the date so provided (or, if such information is stated therein to be as of a different date, on such different date), (b) the failure of any acts representation, warranty or omissions of the Servicer, including, but not limited to (i) any representation statement made or warranty deemed made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Servicing Report, Servicer’s Certificate or any other information or report delivered by or on behalf this Agreement to have been true and correct as of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect when date made or deemed made in all respects when made, (iic) the failure by the Servicer to comply with any Applicable LawLaw with respect to any Pool Receivable or the related Contract, (iiid) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable, or (e) any failure of the Servicer to comply perform its duties or obligations in accordance with its covenants under this Agreement or the other Transaction Documents, or (iv) any litigation, proceedings or investigation against the Servicer (other than as related to acts of bad faith or willful misconduct of the Administrative Agent, the Secured Parties or the Trustee)provisions hereof. (b) Any amounts subject to the indemnification provisions of this Section 11.2 shall be paid by the Servicer to the Indemnified Party within five Business Days following such Person’s written demand therefor to the Servicer.