Common use of Indemnity by Servicer Clause in Contracts

Indemnity by Servicer. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, Servicer agrees to indemnify and hold harmless each Indemnified Party from any and all Indemnified Amounts incurred by any of them and arising out of, relating to or resulting from: (i) any failure by Servicer to perform its duties or obligations as Servicer hereunder or under any other Transaction Document in accordance with this Agreement and the other Transaction Documents or to comply with any Applicable Law, (ii) any breach of any of Servicer’s representations, warranties or covenants under any Transaction Document, (iii) any claim brought by any Person other than an Indemnified Party arising from Servicer’s servicing or collection activities with respect to the Pool Assets, (iv) any commingling of any funds by it (in any capacity) relating to the Asset Interest with any of its funds or the funds of any other Person, or (v) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Terrorism Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party in connection with the Transaction Documents as a result of any action of Servicer or any of its respective Affiliates; provided, however, that in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses or liabilities to the extent resulting from (x) the gross negligence or willful misconduct of an Indemnified Party as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor or Obligor to pay any sum due under its Pool Asset by reason of the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor).

Indemnity by Servicer. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, Servicer agrees to indemnify and hold harmless each Indemnified Party from any and all Indemnified Amounts incurred by any of them and arising out of, relating to or resulting from: (i) any failure by Servicer to perform its duties or obligations as Servicer hereunder or under any other Transaction Document in accordance with this Agreement and the other Transaction Documents or to comply with any Applicable Law, (ii) any breach of any of Servicer’s representations, warranties or covenants under any Transaction Document, (iii) any claim brought by any Person other than an Indemnified Party arising from Servicer’s servicing or collection activities with respect to the Pool Assets, Assets or (iv) any commingling of any funds by it (in any capacity) relating to the Asset Interest with any of its funds or the funds of any other Person, or (v) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Terrorism Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party in connection with the Transaction Documents as a result of any action of Servicer or any of its respective Affiliates; provided, however, that in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses or liabilities to the extent resulting from (x) the gross negligence or willful misconduct of an Indemnified Party as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor or Obligor to pay any sum due under its Pool Asset by reason of the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor).

Indemnity by Servicer. Without limiting any other rights which any such Person may have hereunder or under Applicable Lawapplicable law, Servicer agrees to indemnify and hold harmless each Indemnified Party from for any and all Indemnified Amounts incurred by any of them and arising out of, of or relating to or resulting fromto: (i) any failure breach by Servicer to perform of any of its obligations or duties or obligations as Servicer hereunder or under any other the Transaction Document in accordance with this Agreement and the other Transaction Documents or to comply with any Applicable LawDocuments, (ii) any breach the inaccuracy of any of Servicer’s representations, warranties representation made by Servicer hereunder or covenants under in any certificate or written statement delivered pursuant hereto or any other Transaction Document, (iii) any claim brought by any Person other than an Indemnified Party arising from Servicer’s servicing or collection activities with respect to the Pool Assets, (iv) any commingling of any funds by it (in Servicer or any capacity) of its Affiliates relating to the Asset Interest Receivables with any of its Servicer's funds or the funds of any other Person, (iv) except for adjustments permitted under Section 8.2(d), any action or omission by Servicer which reduces or impairs the rights of the Agent or the Purchasers with respect to any Receivable or the value of any such Receivable, (v) any investigation, litigation or proceeding relating to Servicer in which any Indemnified Party becomes involved specifically as a result of its servicing activities hereunder, (vi) any Amortization Event described in Section 9.1(g) with respect to Servicer, (vii) Servicer's inclusion of any Receivable in the calculation of the Net Pool Balance as an Eligible Receivable if Seller or Originator had previously advised Servicer that such Receivable was not an Eligible Receivable, (viii) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Terrorism Law, Anti-Corruption Law or Sanctionsagainst, and all reasonable costs and expenses (including reasonable documented legal counsel fees and disbursements) incurred in connection with defense thereof by, by Agent or any Indemnified Party in connection with the Transaction Documents Purchaser as a result of any action servicing activities hereunder; and (ix) any payment required to be made by the Agent to the Collateral Agent under the Intercreditor Agreement or by the Collateral Agent under any Collection Account Agreement. The foregoing indemnity by Servicer shall exclude Indemnified Amounts of Servicer or any the type described in the exclusion clause of its respective Affiliates; provided, however, that in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses or liabilities Section 10.1.1 to the extent resulting from (x) the gross negligence or willful misconduct of an Indemnified Party as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor or Obligor to pay any sum due under its Pool Asset by reason of the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor)applicable.

Indemnity by Servicer. Without limiting any other rights which any such Person may have hereunder or under Applicable Lawapplicable law, Servicer agrees to indemnify and hold harmless each Indemnified Party from for any and all Indemnified Amounts incurred by any of them and arising out of, of or relating to or resulting fromto: (i) any failure breach by Servicer to perform of any of its obligations or duties or obligations as Servicer hereunder or under any other the Transaction Document in accordance with this Agreement and the other Transaction Documents or to comply with any Applicable LawDocuments, (ii) any breach the inaccuracy of any of Servicer’s representations, warranties representation made by Servicer hereunder or covenants under in any certificate or written statement delivered pursuant hereto or any other Transaction Document, (iii) any claim brought by any Person other than an Indemnified Party arising from Servicer’s servicing or collection activities with respect to the Pool Assets, (iv) any commingling of any funds by it (in Servicer or any capacity) of its Affiliates relating to the Asset Interest Receivables with any of its Servicer’s funds or the funds of any other Person, (iv) except for adjustments permitted under Section 8.2(d), any action or omission by Servicer which reduces or impairs the rights of the Agent or the Purchasers with respect to any Receivable or the value of any such Receivable, (v) any investigation, litigation or proceeding relating to Servicer in which any Indemnified Party becomes involved specifically as a result of its servicing activities hereunder, (vi) any Amortization Event described in Section 9.1(g) with respect to Servicer, (vii) Servicer’s inclusion of any Receivable in the calculation of the Net Pool Balance as an Eligible Receivable if Seller or Originator had previously advised Servicer that such Receivable was not an Eligible Receivable, (viii) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Terrorism Law, Anti-Corruption Law or Sanctionsagainst, and all reasonable costs and expenses (including reasonable documented legal counsel fees and disbursements) incurred in connection with defense thereof by, by Agent or any Indemnified Party in connection with the Transaction Documents Purchaser as a result of any action servicing activities hereunder; and (ix) any payment required to be made by the Agent to the Collateral Agent under the Intercreditor Agreement or by the Collateral Agent under any Collection Account Agreement. The foregoing indemnity by Servicer shall exclude Indemnified Amounts of Servicer or any the type described in the exclusion clause of its respective Affiliates; provided, however, that in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses or liabilities Section 10.1.1 to the extent resulting from (x) the gross negligence or willful misconduct of an Indemnified Party as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor or Obligor to pay any sum due under its Pool Asset by reason of the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor)applicable.

Indemnity by Servicer. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, Servicer agrees to indemnify and hold harmless each Indemnified Party from any and all Indemnified Amounts incurred by any of them and arising out of, relating to or resulting from: (i) any failure by Servicer to perform its duties or obligations as Servicer hereunder or under any other Transaction Document in accordance with this Agreement and the other Transaction Documents or to comply with any Applicable Law, (ii) any breach of any of Servicer’s representations, warranties or covenants under any Transaction Document, (iii) any claim brought by any Person other than an Indemnified Party arising from Servicer’s servicing or collection activities with respect to the Pool Assets, (iv) any commingling of any funds by it (in any capacity) relating to the Asset Interest with any of its funds or the funds of any other Person, or (v) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Terrorism Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party in connection with the Transaction Documents as a result of any action of Servicer or any of its respective Affiliates; provided, however, that in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses or 755931971 16509877 liabilities to the extent resulting from (x) the gross negligence or willful misconduct of an Indemnified Party as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor or Obligor to pay any sum due under its Pool Asset by reason of the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor).