Indemnities of Master Servicer Sample Clauses

Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney’s fees, that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar, the Administrator or the Holders of Notes or any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Depositor, the Eligible Lender Trustee, the Indenture Trustee, the Paying Agent and Note Registrar or the Administrator to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Subservicer acting on its behalf) in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties (or those of any Subservicer acting on its behalf) under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Master Servicer (or such Subservicer acting on its behalf) is established by a court of law, by an arbitrator or by way of settlement agreed to by the Master Servicer. Notwithstanding the foregoing, if the Master Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war or terrorism, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Master Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Master Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto pursuant to Section 7.03 or 7.05) as Master Servicer pursuant to Section 8.01(a), or a resignation by such Master Servicer pursuant to this Agreement, the Master Servicer shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer pursuant to Se...
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Indemnities of Master Servicer. The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer and the representations made by the Master Servicer under this Agreement:
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Indemnities of Master Servicer. 52 Section 7.03. Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer...............53 Section 7.04. Limitation on Liability of Master Servicer and Others..........................................53 Section 7.05. [Reserved].....................................................................................54 Section 7.06. Master Servicer Not to Resign..................................................................54
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Indemnities of Master Servicer. 4 SECTION 3.3. Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer..........................................................5 SECTION 3.4. Limitation on Liability of Master Servicer and Others.....................5
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Indemnities of Master Servicer. 51 12.14. Grad Partners Not To Resign as Master Servicer......................................................... 51 12.15.
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Indemnities of Master Servicer. The Master Servicer ------------------------------ shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Master Servicer under this Agreement. The Master Servicer shall pay for any loss, liability or expense, including reasonable attorney's fees, that may be imposed on, incurred by or asserted against Issuer, the Eligible Lender Trustee, the Noteholder (together with its assigns), the Indenture Trustee, the Administrator and each of the other Secured Parties or any of their respective officers, directors, employees, members, managers and agents to the extent that such loss, liability or expense arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Master Servicer (or any Sub-Servicer acting on its behalf) in the performance of its obligations and duties under this Agreement of any other Transaction Document to which it is a party or by reason of the reckless disregard of its obligations and duties (or those of any Sub-Servicer acting on its behalf) under this Agreement or any other Transaction Document to which it is a party. For purposes of this Section, in the event of the termination of the rights and obligations of the Master Servicer (or any successor thereto) as Master Servicer hereunder, or a resignation by such Master Servicer pursuant to this Agreement, the Administrator shall be deemed to be the Master Servicer pending appointment of a successor Master Servicer.
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Indemnities of Master Servicer. The Master Servicer agrees to indemnify each Indemnified Party for Indemnified Amounts arising out of or resulting from any of the following:
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Related to Indemnities of Master Servicer

  • 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:

  • Duties of Master Servicer The Master Servicer, acting alone and/or through one or more Subservicers as provided in this Section, shall, as agent for the Indenture Trustee, the Owner Trustee and the Insurer, manage, service, administer and make collections on the Contracts. The Master Servicer agrees that its servicing of the Contracts shall be carried out in accordance with customary and usual procedures of financial institutions which service motor vehicle retail installment sales contracts and installment loans and, to the extent more exacting, the procedures used by the Master Servicer in respect of such contracts serviced by it for its own account. In accordance with the foregoing, the Master Servicer may, whenever an Obligor has become delinquent or the Master Servicer believes an Obligor may become delinquent, in order to preserve the ultimate collectability of amounts due on a Contract, modify the payment schedule on any Contract by reducing the APR on such Contract without the consent of the Insurer or any Rating Agency; provided, however, that the new APR shall not be less than the sum of (i) the Pass-Through Rate, (ii) the Servicing Fee Percent and (iii) the Retained Yield Percent. In addition, in order to preserve the Trust Estate, the Master Servicer may, without the consent of any Rating Agency or the Insurer, reduce the principal amount of a Contract (i.e., write-down a portion of the principal amount due on such Contract and, accordingly, lower the Monthly P&I on such Contract) to the extent funds are available in the Spread Account to cover such reduction; provided however, the total amount of such modifications pursuant to the immediately preceding sentence and this sentence and reductions (i) may not affect more than 1% of the Original Pool Balance through the Certificate Final Distribution Date and (ii) during each three-month period between Distribution Dates (or in the case of the first Distribution Date, from the Cut-Off Date to such Distribution Date) shall not affect Contracts having an aggregate Scheduled Balance greater than 10/100 of one percent of the Pool Balance at the beginning of such period. Any such modifications or reductions exceeding such limits may be made only with the consent of the Insurer and each Rating Agency. The Master Servicer may also extend the Maturity Date on a Contract in accordance with Section 4.02. The Master Servicer's duties shall include collection and posting of all payments, responding to inquiries of Obligors on the Contracts, investigating delinquencies, sending payment coupons to Obligors, reporting tax information to Obligors, accounting for collections, furnishing monthly and annual statements to the Indenture Trustee, the Owner Trustee and the Insurer with respect to distributions and filing applicable U.S. tax returns for the Trust on an annual basis, based on a tax year for the Trust that is the calendar year. The Master Servicer shall have, subject to the terms hereof, full power and authority, acting alone, and subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable; provided, however, that the Master Servicer shall commence repossession efforts in respect of any Financed Vehicle respecting which the related Contract is four or more months delinquent. Without limiting the generality of the foregoing, but subject to the provisions of this Agreement, the Master Servicer is authorized and empowered by the Indenture Trustee and the Owner Trustee to execute and deliver, on behalf of itself, the Trust, the Insurer, the Noteholders, the Certificateholders, the Indenture Trustee, the Owner Trustee or any of them,

  • 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 by Servicer (a) Without limiting any other rights which any Indemnified Party may have hereunder or under Applicable Law, the Servicer hereby agrees to indemnify each Indemnified Party from and against any and all Indemnified Amounts, awarded against or incurred by any Indemnified Party as a consequence of any of the following, excluding, however, Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the part of any Indemnified Party claiming indemnification hereunder:

  • The Master Servicer The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if

  • Resignation of Master Servicer Except as otherwise provided in Sections 9.27 and 9.29 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it and cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel that shall be Independent to such effect delivered to the Trustee and any NIMS Insurer. No such resignation shall become effective until the Securities Administrator shall have assumed, or a successor master servicer acceptable to any NIMS Insurer and the Securities Administrator shall have been appointed by the Trustee and until such successor shall have assumed, the Master Servicer’s responsibilities and obligations under this Agreement. Notice of such resignation shall be given promptly by the Master Servicer and the Depositor to the Trustee, the Securities Administrator and any NIMS Insurer.

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