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. (a) Servicer shall indemnify and hold harmless Issuer, Owner Trustee and Indenture Trustee, and their respective officers, directors, employees and agents (each, an “Indemnified Person”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of Servicer with respect to activities of Issuer, Indenture Trustee or Owner Trustee pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that Servicer shall not indemnify any such Indemnified Person if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by Indenture Trustee at the direction of the Noteholders given in accordance with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note Owners arising under any tax law, including, without limitation, any federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by Issuer, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnifications under this Section 5.04 shall not be payable from the assets of Issuer and shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. Servicer shall also indemnify Indenture Trustee a...
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. (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:
Servicer Indemnification. 18 Section 5.02 Corporate Existence; Reorganizations......................................... 18 Section 5.03 Limitation on Liability of the Servicer and Others........................... 19 Section 5.04 The Servicer Not to Resign................................................... 19
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 Transferor, the Back-up Servicer, MBIA, and the Certificateholders, 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, 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.
Servicer Indemnification. The Servicer hereby agrees to indemnify each Indemnified Party from and against Indemnified Amounts awarded against or incurred by any of them arising out of or resulting from this Agreement, the activities of the Trust or the Trustee in connection herewith, the Transferor's use of proceeds of Transfers of Receivables or reinvestments of Collections, the interest conveyed hereunder in Trust Assets, or in respect of any Receivable or the Receivables Purchase Agreements (excluding however (a) Indemnified Amounts resulting from gross negligence or willful misconduct on the part of such Indemnified Party to which such Indemnified Amount would otherwise be due, (b) losses in respect of Receivables to the extent reimbursement therefor would constitute credit recourse to the Transferor for nonpayment of any Receivable by any Originator and (c) any income or franchise taxes or similar taxes or any interest or penalties with respect thereto) incurred by such Indemnified Party arising out of or as a result of this Agreement or the interest conveyed hereunder in Trust Assets or in respect of any Receivable or the Receivables Purchase Agreements to the extent caused by:
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.
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:
