Indemnity by the Servicer. Without limiting any other rights which any such Person may have hereunder or under applicable Law, the 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 breach by it (in any capacity) of any of its obligations or duties under this Agreement or any other Transaction Document or any ISC Dealer Agreement; (ii) the untruth or inaccuracy of any representation or warranty made by it (in any capacity) hereunder or under any other Transaction Document; or any ISC Dealer Agreement; (iii) the failure of any information contained in an Information Package to be true and correct, or the failure of any other information provided to any such Indemnified Party by, or on behalf of, the Servicer (in any capacity) to be true and correct; (iv) any negligence or willful misconduct on its (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any ISC Dealer Agreement, any Lease Device, Lease Contract, Pool Receivable, or any Related Asset; (v) the failure by the Servicer (in any capacity) to comply with any applicable Law, rule, or regulation with respect to any Pool Receivable or the related Contract or its servicing thereof; (vi) any commingling of any funds by it (in any capacity) relating to any Asset Portfolio with any of its funds or the funds of any other Person or(vii) the existence or assertion of any Adverse Claim in favor of any Governmental Authority against any Receivable or any portion or proceeds thereof, including, without limitation, as a result of any portion of such Receivable being attributable to governmental fees, surcharges, or taxes; provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) resulting from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction, (y) resulting from a claim brought by Servicer against an Indemnified Party for breach of such Indemnified Party’s obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdiction, or (z) they constitute recourse with respect to a Lease Device, Lease Contract, Pool Receivable, and the Related Assets by reason of bankruptcy...
Indemnity by the Servicer. The Servicer shall be liable to the Seller, the Owner Trustee, the Note Insurer, the Indenture Trustee, and each Noteholder (collectively, the "Indemnified Parties") to the extent of the following:
(a) The Servicer shall indemnify, defend and hold harmless the Indemnified Parties and any of the officers, directors, employees and agents of the Indemnified Parties from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising out of or resulting from the use, ownership or operation by the Servicer or any affiliate thereof of a Financed Vehicle.
(b) The Servicer shall indemnify, defend and hold harmless the Indemnified Parties and any of the officers, directors, employees and agents of the Indemnified Parties from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through the breach of this Servicing Agreement by the Servicer, the negligence, misfeasance or bad faith of the Servicer in the performance of its duties under this Servicing Agreement or by reason of reckless disregard of its obligations and duties under this Servicing Agreement.
(c) The Servicer shall be strictly accountable for all payments actually received on the Receivables.
Indemnity by the Servicer. Without limiting any other rights which any such Person may have hereunder or under applicable Law, the 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 breach by it (in any capacity) of any of its obligations or duties under this Agreement or any other Transaction Document; (ii) the untruth or inaccuracy of any representation or warranty made by it (in any capacity) hereunder or under any other Transaction Document; (iii) the failure of any information contained in an Information Package to be true and correct, or the failure of any other information provided to any such Indemnified Party by, or on behalf of, the Servicer (in any capacity) to be true and correct; (iv) any negligence or willful misconduct on its (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any Lease Device, Lease Contract, Pool Receivable or any Related Asset; (v) the failure by the Servicer (in any capacity) to comply with any applicable Law, rule or regulation with respect to any Pool Receivable or the related Contract or its servicing thereof; (vi) any commingling of any funds by it (in any capacity) relating to any Asset Portfolio with any of its funds or the funds of any other Person or (vii) the Intercreditor Agreement, including any commingling of funds contemplated thereby; provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) resulting from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction, (y) resulting from a claim brought by Servicer against an Indemnified Party for breach of such Indemnified Party’s obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdiction or (z) they constitute recourse with respect to a Lease Device, Lease Contract, Pool Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor.
Indemnity by the Servicer. The Servicer indemnifies the Trustee against all loss, costs, damages, charges and expenses incurred by the Trustee:
(a) (Servicer breach): as a result of a breach by the Servicer of clause 25.11; or
(b) (Legal proceedings): in connection with the Trustee taking the action referred to in clause 25.12 or the legal proceedings referred to in clause 25.13, including all registration fees, stamp duty, legal costs charged at the usual commercial rates of the relevant legal services provider and the cost of preparing and transmitting all necessary documentation.
Indemnity by the Servicer. To the extent allowed under applicable Laws and Codes, the Servicer shall indemnify, defend, and hold harmless the Project Company Indemnified Parties from and against, any and all Losses imposed on, incurred by or asserted against any such Project Company Indemnified Party as a result of (i) the Servicer’s willful misconduct, bad faith or gross negligence in the performance of, or reckless disregard of, its duties or observance of its covenants under this Servicing Agreement (ii) the Servicer’s breach of any of its representations or warranties under this Servicing Agreement, except, in each case, to the extent of Losses that are the direct result of the willful misconduct, bad faith or gross negligence of such Project Company Indemnified Party, as applicable, seeking indemnification hereunder and (iii) the Servicer’s failure to pay the Rider OSW Charge Payments.
Indemnity by the Servicer. The Servicer shall indemnify and hold FPF, its Affiliates, its designees and assigns and each of their respective officers, directors, employees and agents and any Person holding an interest in the Conveyed Property or acting as a trustee therefor (collectively, the "Indemnified Parties") harmless against any liability, loss, damage, penalty, fine, forfeiture, legal or accounting fees, court reporting expenses, expert witness fees, and all other fees or costs of any kind, judgments or expenses, resulting from or arising out of a breach of this Servicing Agreement by the Servicer; provided, however, the Servicer shall not be liable to the Indemnified Parties by reason of any act, contract or transaction performed in good faith by the Servicer pursuant to this Servicing Agreement in accordance with the standard of care under Section 2.16 nor shall it be liable for any loss resulting therefrom, so long as such act, contract or transaction shall, at the time at which it was performed or entered into, have been reasonable and prudent under the circumstances and shall have conformed to the express provisions of this Servicing Agreement. The rights of the Indemnified Parties to indemnity, reimbursement or limitation on its liability pursuant to this Section 5.03 shall survive any Event of Servicing Default or termination of the Servicer pursuant to the provisions hereof and the transfer of the rights, duties and obligations of the Servicer to a Successor Servicer.
Indemnity by the Servicer. The Servicer agrees to indemnify, defend and hold harmless the Borrower and the Lender (each an “Indemnitee”) from and against any and all claims, losses, liabilities, damages, penalties, fines, forfeitures, legal and accounting fees and all other fees or costs of any kind, judgments or expenses resulting from or arising out of any claims, actions or proceedings brought against an Indemnitee by any third party as a result of or based upon actions or inactions by the Servicer in the performance of its obligations under this Agreement (unless such action or inaction is not required by this Agreement and was undertaken at the express written direction of such Indemnitee), including any failure by the Servicer, any subservicer or any of their agents, representatives or employees to comply with all applicable debt collection laws, rules and regulations and any other action taken in collection of the Assets. If any investigative, judicial or administrative proceeding arising from any of the foregoing is brought against the Borrower or the Lender, upon request of such party, the Servicer, or counsel designated by the Servicer and reasonably satisfactory to the Indemnitee, will resist and defend such action, suit or proceeding to the extent and in a manner reasonably directed by the Indemnitee, at the Servicer's sole cost and expense. Each Indemnitee will use its best efforts to cooperate in the defense of any such action, suit or proceeding.
Indemnity by the Servicer. Without limiting any other rights which any such person may have hereunder under applicable law, 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 of them arising out of or relating to:
(i) any representation or warranty made by Servicer under or in connection with any Transaction Document or any information or report delivered by or on behalf of Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made;
(ii) the failure by Servicer to comply with any applicable law, rule or regulation (including truth in lending, fair credit billing, usury, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) with respect to any Pool Receivable or other related Contract; or
(iii) any failure of Servicer to perform its duties, covenants and obligations in accordance with the applicable provisions of this Agreement.
Indemnity by the Servicer. The Servicer agrees to indemnify, defend and hold harmless the Borrower and the Lender from and against any and all claims, losses, liabilities, damages, penalties, fines, forfeitures, legal and accounting fees and all other fees or costs of any kind, judgments or expenses resulting from or arising out of any claims, actions or proceedings brought against the Borrower or the Lender by any third party as a result of or based upon actions or inactions by the Servicer in the performance of its obligations under this Servicing Agreement (provided that such action or inaction was not undertaken at the direction of the indemnified party), including any failure by the Servicer, any subservicer or any of their agents, representatives or employees to comply with all applicable debt collection laws, rules and regulations and any other action taken in collection of the Assets. Section 6.7 shall survive termination of the Agreement with respect to Servicer’s actions or inactions prior to the date of termination.
Indemnity by the Servicer. The Servicer shall be liable to the Debtor, the Collateral Agent, the Back-Up Servicer, the Insurance Provider, the Agent, and each Bank Investor (collectively, the "Indemnified Parties") to the extent of the following:
(a) The Servicer shall indemnify, defend and hold harmless the Indemnified Parties and any officers and directors, employees and agents of the Indemnified Parties from and against any and all costs, expenses, losses, damages, claims and liabilities including reason able fees and expenses of counsel and expenses of litigation ("
