Common use of Liability of Servicer; Indemnities Clause in Contracts

Liability of Servicer; Indemnities. (a) The Servicer (in its capacity as such and, in the case of FEFG, without limitation of its obligations hereunder in its individual capacity) shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Servicer and the representations made by the Servicer. (b) Subject to the proviso in the second sentence of Section 8.2, the Servicer shall defend, indemnify and hold harmless the Issuer, the Trustee, the Backup Servicer, the Security Insurer, their respective officers, directors, agents and employees, and the Noteholders 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 any Financed Vehicle. (c) The Servicer (if FEFG is the Servicer) shall indemnify, defend and hold harmless the Issuer, the Trustee, the Backup Servicer, the Security Insurer, their respective officers, directors, agents and employees and the Noteholders from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables and the Other Conveyed Property to the Issuer or the issuance and original sale of the Notes) and costs and expenses in defending against the same. (d) The Servicer shall indemnify, defend and hold harmless the Issuer, the Trustee, the Backup Servicer, the Security Insurer, their respective officers, directors, agents and employees and the Noteholders 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 the Issuer, the Trustee, the Backup Servicer, the Security Insurer or the Noteholders by reason of the breach of this Agreement by the Servicer, the negligence, misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (e) Indemnification under this Article shall survive the termination of this Agreement and shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest. (f) Notwithstanding the indemnity provisions contained in Sections 7.1(b)-(e) above, the Servicer shall not be required to indemnify the Issuer, the Trustee, the Backup Servicer, the Security Insurer or their respective officers, directors, agents or employees against any tax, costs, expenses, losses, damages, claims or liabilities to the extent the same shall be due to (i) the misfeasance, bad faith or gross negligence of such party, or (ii) recourse for uncollectible or uncollected Receivables.

Liability of Servicer; Indemnities. (a) The Servicer (in its capacity as such and, in the case of FEFG, without limitation of its obligations hereunder in its individual capacity) shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Servicer and the representations made by the Servicer. (b) Subject to the proviso in the second first sentence of Section 8.2, the Servicer shall defend, indemnify and hold harmless the Issuer, the Trustee, the Backup Servicer, the Security Insurer, their respective officers, directors, agents and employees, and the Noteholders 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 any Financed Vehicle. (c) The Servicer (if FEFG is the Servicer) shall indemnify, defend and hold harmless the Issuer, the Trustee, the Backup Servicer, the Security Insurer, their respective officers, directors, agents and employees and the Noteholders from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables and the Other Conveyed Property to the Issuer or the issuance and original sale of the Notes) and costs and expenses in defending against the same. (d) The Servicer shall indemnify, defend and hold harmless the Issuer, the Trustee, the Backup Servicer, the Security Insurer, their respective officers, directors, agents and employees and the Noteholders 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 the Issuer, the Trustee, the Backup Servicer, the Security Insurer or the Noteholders by reason of the breach of this Agreement by the Servicer, the negligence, misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (e) Indemnification under this Article shall survive the termination of this Agreement and shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest. (f) Notwithstanding the indemnity provisions contained in Sections 7.1(b)-(e) above, the Servicer shall not be required to - 73 - 81 indemnify the Issuer, the Trustee, the Backup Servicer, the Security Insurer or their respective officers, directors, agents or employees against any tax, costs, expenses, losses, damages, claims or liabilities to the extent the same shall be due to (i) the misfeasance, bad faith or gross negligence of such party, or (ii) recourse for uncollectible or uncollected Receivables.

Liability of Servicer; Indemnities. (a) The Servicer (in its capacity as such and, in the case of FEFG, without limitation of its obligations hereunder in its individual capacity) shall be liable hereunder in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer and Servicer. Such obligations shall include (but are not limited to) the representations made by the Servicer.following: (bi) Subject to the proviso in the second sentence of Section 8.2, the The Servicer shall defend, indemnify and hold harmless the each Trustee, each Issuer, the TrusteeBeneficiaries, the Backup Registered Owners and any director, officer, employee or agent thereof (and, if ALS or any of its Affiliates is no longer the Servicer, then the Security Insurerindemnities in this provision shall run) in addition to the foregoing, their respective officersto the benefit of the Agents, directors, agents and employees, the Co-Administrative Agents and the Noteholders and any director, officer, employee or agent thereof) from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation liabilities arising out of or resulting from claims by third parties (other than parties to the Basic Documents) arising from the servicing of Loans or Receivables or the use, ownership ownership, repossession (other than losses related to a decline in value of the Equipment repossessed) or operation by the Servicer or any Affiliate thereof of any Financed Vehicle.item of Equipment or other collateral therefor; (cii) The Servicer (if FEFG is the Servicer) shall indemnify, defend and hold harmless the Issuereach Trustee, each Beneficiary, the TrusteeRegistered Owners, the Backup Insurer, the Issuer and any director, officer, employee or agent thereof (and, if ALS or any of its Affiliates is no longer the Servicer, then indemnities in this provision shall run, in addition to the Security Insurerforegoing, their respective officersto the benefit of the Agent, directors, agents and employees the Co-Administrative Agents and the Noteholders and any director, officer, employee or agent thereof) from and against any taxes that may at any time be asserted against any of such parties Person with respect to the transactions contemplated in this Agreement, including, without limitation, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables Loans and the Other Conveyed Property Receivables to the Issuer or the issuance and original sale of the NotesSecurities, or asserted with respect to ownership of the Loans or Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same.; (diii) The Servicer shall indemnify, defend and hold harmless each Trustee, the Issuer, the TrusteeBeneficiaries, the Backup Registered Owners and any director, officer, employee or agent thereof (and, if ALS or any of its Affiliates is no longer the Servicer, then the Security Insurerindemnities in this provision shall run, their respective officersin addition to the foregoing, directorsto the benefit of the Agent, agents and employees the Co-Administrative Agents and the Noteholders and any director, officer, employee or agent thereof) 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 such Trustee, the Issuer, the Trustee, the Backup Servicer, the Security Insurer Beneficiaries or the Noteholders by reason of the breach of this Agreement by the Servicer, Registered Owners through the negligence, misfeasance, willful misfeasance or bad faith of the Servicer or any breach or failure by the Servicer in the performance of its duties under this Agreement and any other Basic Documents or by reason of reckless negligent disregard of its obligations and duties or if any of the representations and warranties by the Servicer shall be inaccurate as of the date made under any of the Basic Documents; and (iv) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 9.02 hereof) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the Owner Trustee, the Indenture Trustee's performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee's performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Trust Estate, and the Trust Agreement (in the case of the Owner Trustee), including the administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful misfeasance, bad faith or gross negligence of the Person seeking to be indemnified, (B) to the extent otherwise payable to the Indenture Trustee, arises from the Indenture Trustee's breach of any of its representations or warranties in Section 6.13 of the Indenture or (C) to the extent otherwise payable to the Owner Trustee, arises from the Owner Trustee's breach of any of its representations or warranties set forth in Section 6.6 of the Trust Agreement. (eb) Indemnification under this Article Section 8.01 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigationAgreement. If the Servicer has made any indemnity payments pursuant to this Article Section 8.01 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest. (fc) The Servicer shall pay any amounts owing pursuant to Section 8.01 hereof directly to the indemnified Person and such amounts will not be deposited in the Collection Accounts. (d) Indemnification pursuant to this Section 8.01 will include, without limitation, reasonable fees and expenses of counsel and expenses of litigation reasonably incurred. (e) Notwithstanding the indemnity provisions contained foregoing indemnification obligations, nothing in Sections 7.1(b)-(e) above, this Section 8.01 shall be intended by the parties to constitute a guaranty by the Servicer shall not be required to indemnify of repayment of the Issuer, the Trustee, the Backup Servicer, the Security Insurer or their respective officers, directors, agents or employees against any tax, costs, expenses, losses, damages, claims or liabilities to the extent the same shall be due to (i) the misfeasance, bad faith or gross negligence of such party, or (ii) recourse for uncollectible or uncollected ReceivablesLoans.

Liability of Servicer; Indemnities. (a) The Servicer (in its capacity as such and, in the case of FEFG, without limitation of its obligations hereunder in its individual capacity) shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Servicer and the representations made by the Servicer.; (b) Subject to the proviso in the second sentence of Section 8.2, the The Servicer shall defend, indemnify and hold harmless the IssuerInvestors, the TrusteeAgent, the Backup Servicer, the Security Insurer, their respective officers, directors, agents and employees, and the Noteholders employees from and against any and all costs, expenses, losses, damages, claims claims, liabilities, penalties, fines, forfeitures and liabilitiesjudgments, 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 any Financed Vehicle.; (c) The Servicer (if FEFG is the Servicer) shall indemnifydefend, defend indemnify and hold harmless the IssuerInvestor, the Trustee, the Backup Servicer, the Security InsurerAgent, their respective officers, directors, agents and employees and the Noteholders from and against any taxes that may at any time be asserted against any of such parties them with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables and the Other Conveyed Property to the Issuer or the issuance and original sale of the Notes) and costs and expenses in defending against the same.; (d) The Servicer shall indemnify, defend and hold harmless the IssuerInvestors, the TrusteeAgent, the Backup Servicer, the Security Insurer, their respective officers, directors, agents and employees and the Noteholders from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, liability, penalty, fine, forfeiture or liability judgment arose out of, or was imposed upon the IssuerInvestors, the Trustee, Agent or the Backup Servicer, the Security Insurer or the Noteholders by reason of Servicer through the breach of this Agreement by the Servicer, the negligence, misfeasance, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (e) Indemnification under this Article shall survive the termination of this Agreement and shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest. (f) Notwithstanding the indemnity provisions contained in Sections 7.1(b)-(e) above, the Servicer shall not be required to indemnify the Issuer, the Trustee, the Backup Servicer, the Security Insurer or their respective officers, directors, agents or employees against any tax, costs, expenses, losses, damages, claims or liabilities to the extent the same shall be due to (i) the misfeasance, bad faith or gross negligence of such party, or (ii) recourse for uncollectible or uncollected Receivables.the