Indemnities of the Servicer Sample Clauses

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.
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Indemnities of the Servicer. RELEASE OF CLAIMS.
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Indemnities of the Servicer. 20 Section 6.4. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer; Assignment to Affiliate 21 Section 6.5. Delegation of Duties 21 Section 6.6. Ford Credit Not to Resign as Servicer 21 Section 6.7. Servicer May Own Notes 21 ARTICLE VII SERVICING TERMINATION 22 Section 7.1. Events of Servicing Termination. 22 Section 7.2. Appointment of Successor Servicer. 23 Section 7.3. Notification to Secured Parties and the Holder of the Residual Interest 25 Section 7.4. Waiver of Events of Servicing Termination 25 ARTICLE VIII TERMINATION 25 Section 8.1. Clean-Up Call. 25 ARTICLE IX MISCELLANEOUS PROVISIONS 26 Section 9.1. Amendment. 26 Section 9.2. Protection of Right, Title and Interest to the Trust Property. 27
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Indemnities of the Servicer. (a) The Servicer agrees to indemnify the Issuer, the Trustee, the Initial Lender and the Noteholders and any of their respective directors, officers, employees or agents from, and hold each of them harmless against, any and all losses, liabilities, damages (other than incidental or indirect damages), claims or expenses (including reasonable attorneys' fees and expenses) proximately caused by the Servicer's acts or omissions in 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 the case may be, own bad faith, willful misconduct or negligence 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.
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Indemnities of the Servicer. (a) The Servicer agrees to indemnify the Issuer, the Trustee and the Noteholders and any of their respective directors, officers, employees or agents from, and hold each of them harmless against, any and all losses, liabilities, damages (other than incidental or indirect damages), claims or expenses (including reasonable attorneys' fees and expenses) proximately caused by the Servicer's acts or omissions in 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 the case may be, own bad faith, willful misconduct or negligence 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.
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Indemnities of the Servicer. 85 ARTICLE X MISCELLANEOUS........................... 86
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Indemnities of the Servicer. (a) The Servicer agrees to indemnify the Trustee the Back-Up Servicer and any of their respective directors, officers, employees or agents ("Servicer Indemnified Parties") and the Trust from, and hold them harmless against, any and all costs (including, without limitation, the costs and expenses of agents and counsel), expenses, losses, claims, taxes, damages and liabilities (i) in the case of the Servicer Indemnified Parties, incurred in connection with the performance of their respective duties hereunder and the administration of the Trust and (ii) in the case of the Servicer Indemnified Parties and the Trust, to the extent that such cost, expense, loss, claim, tax, damage or liability arose out of, or was imposed upon such Servicer Indemnified Parties or the Trust through the Servicer's acts or omissions in violation of this Agreement (subject to the servicing standard set forth in Section 4.01(b)) except to the extent such Servicer Indemnified Party's own bad faith, willful misconduct or negligence contributes to the cost, expense, loss, claim, damage or liability.
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Indemnities of the Servicer. (a) The Servicer agrees --------------------------- to indemnify the Trust, 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 against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities 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 Certificate, the Back-Up Servicer, or the Unaffiliated Seller and their respective directors, officers, employees and agents through the Servicer's acts or omissions in violation of this Agreement (other than with respect to recourse on the Mortgage Loans and subject to the servicing standard set forth in Section 4.01), except to the extent such indemnified party's own bad faith, willful misconduct or negligence contributes to the costs, expense, loss, claim, damage or liability.
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Related to Indemnities of 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 (calculated without duplication of Indemnified Amounts paid by the Borrower pursuant to Section 9.1 above) 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 (i) any representation or warranty made by the Servicer under or in connection with any Transaction Documents to which it is a party, any Monthly 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 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 duties or obligations in accordance with the Agreement or (iv) any litigation, proceedings or investigation against the Servicer, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, and (b) under any Federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Indemnified Party in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 9.2 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts.

  • Duties of the Servicer The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s duties shall include, without limitation, collecting and posting all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee with respect to distributions, and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.

  • 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:

  • 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:

  • Representations of the Servicer The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date and during the term of this Agreement that:

  • Administrative Duties of the Servicer SECTION 10.1. ADMINISTRATIVE DUTIES. (a)

  • Respective Liabilities of the Depositor and the Servicer The Depositor and the Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by them herein.

  • Liability of the Servicer Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee for the servicing and administering of the Mortgage Loans in accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

  • Indemnities by the Seller Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, expenses, costs, losses and liabilities, including Attorney Costs (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, or the purchase of the Purchased Interest or in respect of any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except (a) to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

  • Covenants of the Servicer At all times from the Closing Date until the Final Payout Date:

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