Common use of Servicer Indemnities Clause in Contracts

Servicer Indemnities. The Servicer agrees to indemnify, defend and save harmless each Indemnified Party (to the extent not paid by the Originator pursuant to the Receivables Sale Agreement), other than for the gross negligence or willful misconduct of or breach of the Transaction Documents by such Indemnified Party, forthwith on demand, from and against any and all losses, claims, damages, liabilities, costs and expenses (including all reasonable attorneys’ fees and expenses, the reasonable expenses of settlement, litigation or preparation therefor and, in the case of a Purchaser or the Administrative Agent, reasonable expenses incurred by its credit recovery group (or any successors thereto)) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any Person (including any Obligor, the Servicer or any other Person whether on its own behalf or derivatively on behalf of the Servicer) arising from or incurred in connection with: (i) the characterization in any Monthly Report, Funding Report or other statement made by the Servicer of any Pool Receivable as an Eligible Receivable which was not an Eligible Receivable as of the date of such Monthly Report, Funding Report or statement; (ii) any representation, warranty or statement made or deemed made by the Servicer under or in connection with this Agreement or any other Transaction Document or any Monthly Report, Funding Report or other document delivered by the Servicer or to be delivered by the Servicer in connection herewith or with any other Transaction Document being incorrect in any material respect when made or deemed made or delivered; (iii) any failure of the Servicer to perform its duties or obligations in any material respect in accordance with the provisions of this Agreement or any other Transaction Document or to perform its duties or obligations with respect to any Pool Receivable; (iv) the failure by the Servicer to comply with any applicable Law with respect to any Receivable or any other Receivables Asset or Contract with respect thereto; (v) the creation by the Servicer of any Adverse Claim other than the Adverse Claim in favor of the Administrative Agent pursuant hereto against or with respect to any Pool Receivable or any other Receivables Assets; (vi) the assertion by any Obligor or other Person against any Indemnified Party of any obligation or liability of the Servicer under any Receivable or any other Receivables Assets; (vii) the commingling of Collections of Receivables by the Servicer or any of its Affiliates at any time with other funds; (viii) any action or omission by the Servicer not in accordance with the Transaction Documents reducing or impairing the rights of any Purchaser or the Administrative Agent under this Agreement or any other Transaction Document with respect to any Collateral or reducing or impairing the validity, enforceability, collectability or value of any Collateral, including any compromise, rescission, cancellation, adjustment or modification of a Pool Receivable or any Related Security by the Servicer, whether by written agreement, verbal agreement, acquiescence or otherwise, except in accordance with the Credit and Collection Policy and the provisions of the Transaction Documents in all material respects; (ix) any investigation, litigation or proceeding related to or arising from the servicing, administering or collecting of any Pool Receivable (or the failure to do so), any other activity by the Servicer or failure by the Servicer to act under this Agreement or the other Transaction Documents or otherwise related to or arising from this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto or any transaction contemplated by this Agreement; (x) any Servicer Default described in Section 7.10(g); or (xi) any civil penalty or fine assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United States Department of State or other Governmental Authority administering Anti-Terrorism Laws against, and all costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party as a result of conduct of the Servicer or any Subsidiary thereof that violates a Sanction; provided that nothing in this Section 10.02(b) shall be deemed to provide indemnity to the Indemnified Parties for (i) for credit losses arising from the financial inability of Obligors to pay Receivables or of the Credit Insurers to pay claims or (ii) matters covered pursuant to Section 2.08, 2.09 or 2.10.

Servicer Indemnities. The Servicer agrees to indemnify, defend and save harmless each Indemnified Party (to the extent not paid by the Originator pursuant to the Receivables Sale Agreement)Party, other than for the gross negligence negligence, bad faith or willful misconduct of or breach of the Transaction Documents by such Indemnified PartyParty and any of its Related Parties, forthwith on demand, from and against any and all losses, claims, damages, liabilities, costs and expenses (including all reasonable attorneys’ fees and expenses, the reasonable expenses incurred by its respective credit recovery groups (or any successors thereto) and reasonable expenses of settlement, litigation or preparation therefor and, in the case of a Purchaser or the Administrative Agent, reasonable expenses incurred by its credit recovery group (or any successors thereto)therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any Person (including any Obligor, the Servicer Obligor or any other Person whether on its own behalf or derivatively on behalf of the Servicer) arising from or incurred in connection with: (i) the characterization in any Monthly Report, Funding Periodic Report or other statement made by the Servicer of any Pool Receivable as an Eligible Receivable which was not an Eligible Receivable as of at the date time of such Monthly Report, Funding Report or statementcharacterization; (ii) any representation, warranty or statement made or deemed made by the Servicer under or in connection with this Agreement or any other Transaction Document or any Monthly Report, Funding Periodic Report or other document delivered by the Servicer or to be delivered by the Servicer in connection herewith or with any other Transaction Document being incorrect in any material respect when made or deemed made or delivered; (iii) the failure by the Servicer to comply in any material respect with any applicable Law with respect to any Receivable or any Related Security with respect thereto; (iv) the failure to vest and maintain in the Administrative Agent a first priority perfected security interest, in each Receivable and all Related Security and Collections with respect thereto, free and clear of any other Lien; or the failure of the Borrower to obtain and maintain legal and equitable title to the Receivables and all Related Security and Collections transferred or purported to be transferred to the Borrower under the Receivables Sale Agreement, free and clear of any Lien other than a Lien in favor of the Administrative Agent pursuant hereto; (v) the failure to have filed, or any delay in filing, financing statements, notices of assignment or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Receivable, the Related Security and Collections with respect thereto transferred or purported to be transferred to the Borrower by any Seller under the Receivables Sale Agreement or in which a security interest is granted or purported to the Administrative Agent hereunder, and the proceeds of any thereof, whether at the Closing Date, the time of any Advance or at any subsequent time; (vi) any products liability, personal injury or damage, suit or other similar claim arising out of or in connection with merchandise, insurance or services that are subject to any Contract or Receivable; (vii) the existence of any Lien other than the Lien in favor of the Administrative Agent pursuant hereto against or with respect to any Receivable or the Related Security or Collections with respect thereto; (viii) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or arising from the financial inability of the Obligor to pay) of any Obligor to the payment of any Receivable (including any defense based on such Receivable not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale or lease of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services, except to the extent that such dispute, claim, offset or defense results solely from any action or inaction on the part of any Lender or Agent; (ix) any failure of the Servicer to perform its duties or obligations in any material respect in accordance with the provisions of this Agreement or any other Transaction Document or to perform its duties or obligations with respect to any Pool Receivable; (iv) the failure by the Servicer to comply with any applicable Law with respect to any Receivable or any other Receivables Asset or Contract with respect thereto; (v) the creation by the Servicer of any Adverse Claim other than the Adverse Claim in favor of the Administrative Agent pursuant hereto against or with respect to any Pool Receivable or any other Receivables Assets; (vi) the assertion by any Obligor or other Person against any Indemnified Party of any obligation or liability of the Servicer under any Receivable or any other Receivables Assets; (viix) the commingling of Collections of Receivables by the Servicer or any of its Affiliates at any time with other funds; (viiixi) any action or omission by the Servicer not in accordance with the Transaction Documents reducing or impairing the rights of any Purchaser or the Administrative Agent Financing Party under this Agreement or Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto or with respect to any Collateral or reducing or impairing the validity, enforceability, collectability or value of any Collateral, including Receivable; (xii) any compromise, rescission, cancellation, adjustment or modification by the Servicer (except in accordance with the Credit and Collection Policy or otherwise with the prior written consent of the Administrative Agent) of a Pool Receivable or any Related Security by the ServicerSecurity, whether by written agreement, verbal agreement, acquiescence or otherwise, except in accordance with the Credit and Collection Policy and the provisions of the Transaction Documents in all material respects; (ixxiii) any investigation, litigation or proceeding related to or arising from the servicing, administering or collecting of any Pool Receivable (or the failure to do so), any other activity by the Servicer or failure by the Servicer to act under this Agreement or the other Transaction Documents or otherwise related to or arising from this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto thereto, or any transaction contemplated by this Agreement; Agreement or the servicing, administering or collecting of any Receivable, insofar as such investigation, litigation or proceeding relates to the Servicer or relates to or arises from the servicing, administering or collecting of any Receivable by the Servicer (x) any Servicer Default described in Section 7.10(gor the failure to do so to the extent required by this Agreement or the other Transaction Documents); or (xixiv) any civil penalty or fine assessed claim brought by any Person other than an Indemnified Party arising from any activity by the U.S. Department of Servicer in servicing, administering or collecting any Receivable (or the Treasury’s Office of Foreign Assets Control, failure to do so to the United States Department of State extent required by this Agreement or the other Governmental Authority administering Anti-Terrorism Laws against, and all costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party as a result of conduct of the Servicer or any Subsidiary thereof that violates a SanctionTransaction Documents); provided that nothing in this Section 10.02(b) shall be deemed to provide indemnity to the Indemnified Parties for (i) for credit losses arising from the financial inability of Obligors due to pay Defaulted Receivables or of the Credit Insurers to pay claims or (ii) matters covered pursuant to Section 2.08, 2.09 or 2.10.

Servicer Indemnities. The Without limiting any other rights that any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify, defend and save harmless indemnify each Indemnified Party (to the extent not paid by the Originator pursuant to the Receivables Sale Agreement), other than for the gross negligence or willful misconduct of or breach of the Transaction Documents by such Indemnified Party, forthwith on demand, from and against any and all losses, claims, damages, liabilities, costs and expenses (including all reasonable attorneys’ fees and expenses, the reasonable expenses of settlement, litigation Indemnified Amounts relating to or preparation therefor and, in the case of a Purchaser or the Administrative Agent, reasonable expenses incurred by its credit recovery group (or any successors thereto)) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any Person (including any Obligor, the Servicer or any other Person whether on its own behalf or derivatively on behalf of the Servicer) arising from or incurred in connection withresulting from: (i) the characterization in any Monthly Report, Funding Report representation or other statement warranty made by the Servicer of (or any Pool Receivable as an Eligible Receivable which was not an Eligible Receivable as officers of the date of such Monthly Report, Funding Report or statement; (iiServicer) any representation, warranty or statement made or deemed made by the Servicer in writing under or in connection with this Agreement or Agreement, any other Transaction Document or any Monthly Report, Funding Report other information or other document report delivered by the Servicer any such Person pursuant hereto or to be delivered by the Servicer in connection herewith thereto, which shall have been false or with any other Transaction Document being incorrect in any material respect when made or deemed made made; (ii) the failure by the Servicer to comply with any applicable law, rule or deliveredregulation with respect to any Dealer Receivable or Contract related thereto; (iii) any failure of the Servicer to perform its duties duties, covenants or other obligations in any material respect in accordance with the provisions of this Agreement or any other Transaction Document or to perform its duties or obligations with respect to any Pool ReceivableDocument; (iv) the failure by the Servicer to comply commingling of Collections of Dealer Receivables at any time with any applicable Law with respect to any Receivable or any other Receivables Asset or Contract with respect theretofunds; (v) any failure of the creation by Seller to acquire and maintain legal and equitable title to, and ownership of any Dealer Receivable and the Servicer Related Security and Collections with respect thereto from the Originator, free and clear of any Adverse Claim (other than the Adverse Claim in favor as created hereunder); or any failure of the Administrative Agent pursuant hereto against or with respect Seller to give reasonably equivalent value to the Originator under the Originator Sale Agreement in consideration of the transfer by the Originator of any Pool Receivable Dealer Receivable, or any other Receivables Assetsattempt by any Person to void such transfer under statutory provisions or common law or equitable action; (vi) any failure to vest and maintain vested in the assertion by any Obligor Agent and the Purchasers, or other Person against any Indemnified Party to transfer to the Agent and the Purchasers, legal and equitable title to, and ownership of, a first priority undivided percentage ownership (to the extent of the Ownership Interests contemplated hereunder) in the Dealer Receivables arising on or prior to the Termination Date and the Related Security and the Collections with respect thereto free and clear of any obligation Adverse Claim created by or liability arising as a result of the Servicer under any Receivable or any other Receivables Assetsa claim against Servicer; (vii) the commingling failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Dealer Receivable, the Related Security and Collections with respect thereto, and the proceeds of Receivables by any thereof, to the extent the Servicer is required to file the same, whether at the time of any Incremental Purchase or any of its Affiliates Reinvestment Purchase or at any time with other fundssubsequent time; (viii) any action or omission by the Servicer not (other than in accordance with the Transaction Documents reducing or impairing the rights of any Purchaser or the Administrative Agent under as contemplated by this Agreement or any other Transaction Document Document) which reduces or impairs the rights of the Agent or the Purchasers with respect to any Collateral Dealer Receivable or reducing or impairing the validity, enforceability, collectability or value of any Collateral, including any compromise, rescission, cancellation, adjustment or modification of a Pool Receivable or any Related Security by the Servicer, whether by written agreement, verbal agreement, acquiescence or otherwise, except in accordance with the Credit and Collection Policy and the provisions of the Transaction Documents in all material respectssuch Dealer Receivable; (ix) any investigation, litigation or proceeding related to or arising from the servicing, administering or collecting of any Pool Receivable (or the failure to do so), any other activity by the Servicer or failure by the Servicer to act under this Agreement or the other Transaction Documents or otherwise related to or arising from this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto or any transaction contemplated by this Agreement;Year 2000 Problem; or (x) the failure of any Servicer Default described in Section 7.10(g); or (xi) Dealer Receivable treated as or represented to be an Eligible Receivable at any civil penalty or fine assessed time by the U.S. Department Servicer (including, without limitation, for purposes of calculating the Treasury’s Office Net Eligible Receivables Balance) to be an Eligible Receivable as of Foreign Assets Control, the United States Department of State or other Governmental Authority administering Anti-Terrorism Laws against, and all costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party as a result of conduct of the Servicer or any Subsidiary thereof that violates a Sanction; provided that nothing in this Section 10.02(b) shall be deemed to provide indemnity to the Indemnified Parties for (i) for credit losses arising from the financial inability of Obligors to pay Receivables or of the Credit Insurers to pay claims or (ii) matters covered pursuant to Section 2.08, 2.09 or 2.10such time.

Servicer Indemnities. The Servicer agrees to indemnify, defend and save harmless indemnify each Indemnified Party (to the extent not paid by the Originator pursuant to the Receivables Sale Agreement), other than for the gross negligence or willful misconduct Indemnified Amounts arising out of or breach resulting from any of the Transaction Documents by such Indemnified Party, forthwith on demand, from and against any and all losses, claims, damages, liabilities, costs and expenses (including all reasonable attorneys’ fees and expenses, the reasonable expenses of settlement, litigation or preparation therefor and, in the case of a Purchaser or the Administrative Agent, reasonable expenses incurred by its credit recovery group (or any successors thereto)) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any Person (including any Obligor, the Servicer or any other Person whether on its own behalf or derivatively on behalf of the Servicer) arising from or incurred in connection withfollowing: (i) the characterization in reliance on any Monthly Report, Funding Report representation or other statement made by the Servicer of any Pool Receivable as an Eligible Receivable which was not an Eligible Receivable as of the date of such Monthly Report, Funding Report or statement; (ii) any representation, warranty or statement made or deemed made by the Servicer under or in connection with this Agreement or any other Transaction Document to which it is a party or any Monthly Seller Report, Funding Weekly Report, Daily Report or other document delivered by the Servicer or to be delivered by the Servicer in connection herewith or with any other Transaction Document being Document, which shall have been false or incorrect in any material respect when made or deemed made or deliveredmade; (iii) any failure of the Servicer to perform its duties or obligations in any material respect in accordance with the provisions of this Agreement or any other Transaction Document or to perform its duties or obligations with respect to any Pool Receivable; (ivii) the failure by the Servicer to comply with any applicable Law with respect to any Receivable term, provision or covenant contained in this Agreement, either Sale Agreement or any other Receivables Asset Transaction Document to which it is party or Contract with respect thereto; (v) the creation by the Servicer of any Adverse Claim other than the Adverse Claim in favor of the Administrative Agent pursuant hereto against applicable law, rule or regulation with respect to any Pool Receivable or any other Receivables Assetsthe Related Security; (vi) the assertion by any Obligor or other Person against any Indemnified Party of any obligation or liability of the Servicer under any Receivable or any other Receivables Assets; (viiiii) the commingling of Collections of Receivables by the Servicer or of Collections with any of its Affiliates at any time with other funds; (viiiiv) any action or omission by the Servicer not in accordance with the Transaction Documents reducing which reduces or impairing impairs the rights of any Purchaser or the Administrative Agent under this Agreement or any other Transaction Document Owner with respect to any Collateral Pool Receivable or reducing or impairing the validity, enforceability, collectability or value of any Collateralsuch Pool Receivable; and (v) the use of the Platform as contemplated herein, including any compromise, rescission, cancellation, adjustment or modification of a Pool Receivable or any Related Security action taken or omitted by any Indemnified Party in good faith in reliance on any notice or other written communication in the form of an e-mail or a telecopy or facsimile purporting to be from the Servicer. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.02 applies, such indemnity shall be effective whether or not such investigation, litigation or other proceeding is brought by the Servicer, whether by written agreementany of its directors, verbal agreementsecurity holders or creditors, acquiescence or otherwise, except in accordance with the Credit and Collection Policy and the provisions of the Transaction Documents in all material respects; (ix) any investigation, litigation or proceeding related to or arising from the servicing, administering or collecting of any Pool Receivable (or the failure to do so), any other activity by the Servicer or failure by the Servicer to act under this Agreement or the other Transaction Documents or otherwise related to or arising from this Agreement, any other Transaction Document an Indemnified Party or any other instrument Person or document furnished pursuant hereto or thereto or any transaction contemplated by this Agreement; (x) any Servicer Default described in Section 7.10(g); or (xi) any civil penalty or fine assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United States Department of State or other Governmental Authority administering Anti-Terrorism Laws against, and all costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, any an Indemnified Party as is otherwise a result of conduct of the Servicer or any Subsidiary thereof that violates a Sanction; provided that nothing in this Section 10.02(b) shall be deemed to provide indemnity to the Indemnified Parties for (i) for credit losses arising from the financial inability of Obligors to pay Receivables or of the Credit Insurers to pay claims or (ii) matters covered pursuant to Section 2.08, 2.09 or 2.10party thereto.