Servicer Indemnification. (a) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof) shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following:
(i) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall defend, indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Issuer and the Interested Parties from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle;
(ii) The Servicer (other than any successor Servicer who is not an affiliate of the initial Servicer, including the Indenture Trustee in its capacity as successor Servicer pursuant to Section 7.03 hereof it being understood that the removed Servicer shall retain such liability) shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated in this Agreement and the Pooling Agreement, including any sales, gross receipts, general corporation, Illinois corporate income, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Owner Trustee or the issuance and original sale of the Securities, or asserted with respect to ownership of the 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;
(iii) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Interested 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 such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of...
Servicer Indemnification. The Owner shall indemnify and hold harmless from and shall reimburse the Servicer for any losses, damages, deficiencies, claims, causes of action or expenses of any nature (including, but not limited to reasonable attorneys' fees) incurred by the Servicer which arise out of or result from the Owner's gross negligence or willful failure to perform any of its obligations under this Agreement.
Servicer Indemnification. The Servicer agrees to indemnify the Trustee, Master Servicer and the Securities Administrator, from, and hold the Trustee, Master Servicer and the Securities Administrator harmless against, any loss, liability or expense (including reasonable attorney's fees and expenses) incurred by any such Person by reason of the Servicer's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or by reason of the Servicer's reckless disregard of its obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Servicer, the Trustee, the Master Servicer and the Securities Administrator. Any payment hereunder made by the Servicer to any such Person shall be from the Servicer's own funds, without reimbursement from REMIC I therefor.
Servicer Indemnification. The Servicer hereby agrees to indemnify each Indemnified Party from and against Indemnified Amounts awarded against or incurred by any of them (excluding however (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party and (b) recourse (except as otherwise specifically provided in any Transaction Document) for uncollectible Receivables) arising out of, relating to or resulting from:
(i) reliance on any representation, warranty or covenant made or statement made or deemed made by the Servicer (or any of its Responsible Officers) under or in connection with any Transaction Document which shall have been incorrect when made or deemed made or which the Transferor shall have failed to perform; POOLING AND SERVICING AGREEMENT
(ii) the failure by the Servicer to comply with any Transaction Document or any applicable Requirement of Law with respect to any Receivable, Account, Trust Asset or related Cardholder Agreement;
(iii) any failure by the Servicer to perform its duties or obligations in accordance with the provisions of any Transaction Document, including any failure to so perform in connection with servicing, administering or collecting any Receivable or Account; or
(iv) any commingling of Collections at any time with other funds. Any Indemnified Amounts due hereunder shall be payable within fifteen Business Days of submission of a claim by the Indemnified Party which describes in reasonable detail the basis for such claim. The rights of the Indemnified Parties under this Section 8.04 shall survive the collection of all Receivables, the termination of the Trust, the payment of all amounts otherwise due hereunder, the discharge of this Agreement and the resignation or removal of the Trustee.
Servicer Indemnification. The Servicer agrees to defend and indemnify the Trust, the Trustee the Paying Agent, the Certificateholders and any agents of the Trustee, and the Certificateholders against any and all costs, expenses, losses, damages, claims and liabilities, and shall also assume the obligations of the Trust Depositor to pay expenses and costs incurred pursuant to the terms of the Security Agreement (which expenses and costs shall not be borne by the Collateral as defined therein), including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from this Agreement or any of the related Transaction Documents, or the use, ownership or operation of any Motorcycle by the Servicer or any Affiliate of the Servicer. Notwithstanding any other provision of this Agreement, the obligation of the Servicer described in this Section 10.01 shall not terminate or be deemed released upon a Service Transfer pursuant to Article VII and shall survive any termination of this Agreement.
Servicer Indemnification. (a) The Servicer shall indemnify and hold harmless the Trustee, the Issuer, and the Trust Estate, for the benefit of the Noteholders, from and against any loss, liability, claim, expense, damage or injury suffered or sustained to the extent that such loss, liability, claim, expense, damage or injury arose out of or was imposed by reason of the failure by the Servicer to perform its duties under this Agreement or are attributable to errors or omissions of the Servicer related to such duties; provided, however, that the Servicer shall not indemnify any party to the extent that acts of fraud, gross negligence or breach of fiduciary duty by such party contributed to such loss, liability, claim, expense, damage or injury.
(b) Indemnification under this Section 5.01 shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation reasonably incurred. If the Servicer has made any indemnity payments to the Trustee or the Noteholders pursuant to this Section and such party thereafter collects any of such amounts from others, such party will promptly repay such amounts collected to the Servicer without interest. The provisions of this Section 5.01 shall survive any expiration or termination of this Agreement.
Servicer Indemnification. Servicer shall indemnify Lender and its Affiliates, and their respective officers, directors, managers, employees and agents (each such indemnified Person being called an “Lender Indemnitee”), against, and hold each Lender Indemnitee harmless from, any and all losses, claims, damages, liabilities, fines, costs and expenses (including the reasonable fees, charges and disbursements of any attorney for any Lender Indemnitee as chosen by such Indemnitee), incurred by any Lender Indemnitee or asserted against any Lender Indemnitee by any third party arising out of, in connection with, or as a result of (i) any breach by Servicer of any representation, warranty or covenant of Servicer contained in this Origination Agreement, (ii) the Fraudulent Activity by, Servicer or Persons contracted by Servicer under this Origination Agreement, or breach of Servicer’s confidentiality or security obligations under this Origination Agreement, or failure of Servicer to comply with Applicable Law, (iii) the activities of any Program Merchant or Sponsor, and/or the goods and/or services provided to any Borrower by any Program Merchant, Sponsor or any third party acting on behalf of a Program Merchant or Sponsor or (iv) Servicer’s gross negligence or willful misconduct in the performance of its duties under this Origination Agreement.
Servicer Indemnification. The Servicer agrees to indemnify and hold the Client and its directors, officers, employees and agents harmless of, from and against any and all loss, liability, cost, damage or expense, including reasonable attorneys’ fees and disbursements (collectively, “Damages”), resulting from any misrepresentation, any breach of warranty, or non-fulfillment of any agreement or covenant on the part of the Servicer under this Agreement. The Servicer assumes no responsibility or liability for the failure of:
(1) any originator or servicer (in either case, other than the Servicer) to exercise reasonable care or due diligence in making or servicing a Serviced Loan prior to the Servicer assuming responsibility for providing Services with respect to such Serviced Loan;
(2) any Borrower or co-signer to repay a Serviced Loan; provided, however, that with respect to any former Serviced Loan that has been deconverted in connection with the termination of this Agreement pursuant to Section 5.02, the Servicer’s indemnification obligation shall apply to the amount of any loss of the legal right to collect, or reductions in any amounts payable on or with respect to, such former Serviced Loan that result, directly or indirectly, from the Servicer’s failure to provide any Servicing Extract, as provided in Section 2.03(D) hereof, or the Deconversion Services, as provided in Section 5.05 hereof, to the extent such loss or reductions result from the application of Applicable Law to such former Serviced Loan, as serviced by a successor servicer;
(3) the terms and conditions of any Serviced Loan or the Program Guidelines to comply with applicable law; or
(4) any Truth-in-Lending disclosure to comply with the Federal Truth-in-Lending Act or Regulation Z unless the Originating Lender has provided, and the Servicer fails to comply with, express instructions concerning completion of the notice.
Servicer Indemnification. 16 Section 5.02. Corporate Existence; Reorganizations ...................... 17 Section 5.03. Limitation on Liability of the Servicer and Others ........ 18
Servicer Indemnification. (a) The Servicer shall indemnify and hold harmless the Indenture Trustee, the Issuer, the Back-up Servicer and the Noteholders from and against any loss, liability, claim, expense, damage or injury suffered or sustained to the extent that such loss, liability, claim, expense, damage or injury arose out of or was imposed by reason of the failure by the Servicer to perform its duties in accordance with the terms of this Agreement or are attributable to errors or omissions of the Servicer related to such duties or a breach of the representations and warranties made by the Servicer in Section 2.01 hereof; provided that the Servicer shall not indemnify any party to the extent that acts of fraud, gross negligence or breach of fiduciary duty by such party contributed to such loss, liability, claim, expense, damage or injury.
(b) The Servicer shall not be liable for any settlement of any action or claim effected without its consent. If the Servicer has made any indemnity payments to the Indenture Trustee, the Back-up Servicer or any Noteholder pursuant to this Section and such party thereafter collects any of such amounts from others, such party will promptly repay such amounts collected to the Servicer, without interest. The provisions of this Section 5.01 shall survive any expiration or termination of this Agreement.
