Common use of Indemnification by Servicer Clause in Contracts

Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") agrees to indemnify, defend and hold harmless the 1998-C Securitization Trustee, the Titling Trustee and each of their respective officers, directors, employees and agents (each an "Indemnified Party") for any and all liabilities, losses, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be incurred by any Indemnified Party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 1998-C SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 1998-C SUBI Sub-Trust) or the 1998-C Securitization Trustee.

Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") agrees to indemnify, defend shall indemnify and hold harmless the 1998-C Securitization TrusteePurchaser and its and their respective permitted successors and assigns, the Titling Trustee and each all of their respective officers, directors, trustees, agents and employees and agents (each an "“Indemnified Party"”) for and against any and all liabilitiesclaims, losses, damages losses and expenses liabilities (including without limitation reasonable attorneys’ fees and expenses of counsel) that may be incurred by any Indemnified Party as a result claims, losses and liabilities in connection with the enforcement of any act indemnity or omission other claims hereunder against the Servicer) (all of the foregoing being collectively referred to as the “Servicer Indemnified Losses”) suffered or sustained by reason of (a) any breach by the Servicer in connection with of its maintenance representations and custody warranties or obligations under this Agreement, (b) the failure of the Contract DocumentsServicer to perform its duties in compliance with all requirements of applicable Law or (c) the gross negligence or willful misconduct on the part of the Servicer or reckless disregard of its obligations and duties under this Agreement. The foregoing, Title Documentshowever, and Contract Records excludes, (i) Servicer Indemnified Losses to the extent resulting solely from the gross negligence or the willful misconduct of the affected Indemnified Party, (ii) recourse for uncollectible Litigation Payments or (iii) any net income taxes or franchise taxes imposed with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause net income (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken interest or omitted by the Servicer penalties with respect to any 1998-C SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently thereto) incurred by such Indemnified Party arising out of or as a result of this Agreement or the interest conveyed hereunder or thereunder in connection with the defense thereof other than reasonable costs of investigationPurchased Assets. In addition, in no event shall “Servicer Indemnified Losses” include any consequential, special or punitive damages. The obligations set forth agreement contained in this Section 9.1 shall survive the termination of this 1998-C SUBI Servicing Supplement or Agreement and the resignation or removal Sale and Purchase Agreement and the payment of all amounts otherwise due hereunder and under the Sale and Purchase Agreement. Any Servicer Indemnified Losses payable under this Section 9.1 shall be paid by the Servicer to the applicable Indemnified Party within five (5) Business Days following such Indemnified Party’s written demand therefor, setting forth in reasonable detail the basis for such demand. Each Indemnified Party will notify the Servicer as soon as reasonably practicable of the commencement of any legal proceeding which may give rise to any Servicer (generally Indemnified Loss under the foregoing indemnity and shall, from time to time during the pendency of such proceeding, provide the Servicer with updates regarding the status of such proceeding; provided, however, that the Indemnified Party shall be under no obligation to permit the Servicer to participate in the defense or with respect to settlement of any such proceeding. The provisions of this Section 9.1 shall survive the 1998-C SUBI Sub-Trust) or the 1998-C Securitization Trusteetermination of this Agreement.

Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") hereby agrees to indemnifyindemnify each Indemnified Party forthwith on demand, defend from and hold harmless against any and all Indemnified Losses awarded against or incurred by any of them that arise out of or relate to Servicer's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document. Notwithstanding the 1998-C Securitization Trusteeforegoing, in no event shall any Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or willful misconduct on the Titling Trustee and each part of their respective such Indemnified Party (or the gross negligence or willful misconduct on the part of any of its officers, directors, employees employees, affiliates or agents), (b) to the extent they include Indemnified Losses in respect of Receivables and agents reimbursement therefor that would constitute credit recourse to Servicer for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, (each an "c) to the extent they are or result from lost profits, (d) to the extent they are or result from taxes (including interest and penalties thereon) asserted with respect to (i) distributions on the Investor Certificates, (ii) franchise or withholding taxes imposed on any Indemnified Party"Party other than the Trust or Trustee in its capacity as Trustee or (iii) federal or other income taxes on or measured by the net income of the Indemnified Party and costs and expenses in defending against the same, or (e) to the extent that they constitute consequential, special or punitive damages. If for any and all liabilitiesreason the indemnification provided in this section is unavailable to an Indemnified Party or is insufficient to hold it harmless, losses, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be incurred then Servicer shall contribute to the amount paid by any the Indemnified Party as a result of any act loss, claim, damage or omission liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnified Party on the one hand and Servicer in connection with its maintenance and custody on the other hand, but also the relative fault of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), if any) and the Indemnifying Party will not be liable to such Indemnified Party under this Section for Servicer and any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 1998-C SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 1998-C SUBI Sub-Trust) or the 1998-C Securitization Trusteerelevant equitable consideration.

Indemnification by Servicer. The Servicer hereby agrees to --------------------------- indemnify each Indemnified Party forthwith on demand, from and against any and all Indemnified Losses awarded against or incurred by any of them that arise out of or relate to Servicer's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document in breach of the terms of such Transaction Document. Notwithstanding the foregoing (for purposes and with respect to clause (b) below, ---------- without prejudice to the rights that such Indemnified Party may have pursuant to the other provisions of this SectionAgreement or the provisions of any of the other Transaction Documents), in no event shall any Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or willful misconduct on the "Indemnifying part of such Indemnified Party (or the gross negligence or willful misconduct on the part of any of such Indemnified Party") agrees to indemnify, defend and hold harmless the 1998-C Securitization Trustee, the Titling Trustee and each of their respective 's officers, directors, employees employees, affiliates or agents), (b) to the extent the same includes Indemnified Losses in respect of Receivables and agents reimbursement therefor that would constitute credit recourse to Servicer for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, (each an "c) to the extent such Indemnified Losses are or result from lost profits or other consequential damage, or (d) to the extent such Indemnified Losses are or result from taxes asserted with respect to (i) distributions on the Investor Certificates (other than any withholding taxes, if and to the extent that (A) such withholding taxes should have been (but in fact were not) withheld and paid over by the Trust to the relevant taxing authority, (B) such taxing authority asserts a claim for such withholding taxes against the Trust or the Servicer, and (C) the assets of the Trust are insufficient to satisfy such claim at the time a final determination is made that such withholding taxes are due and payable) and (ii) federal or other income taxes on or measured by the net income of such Indemnified Party"; provided, that clause (ii) shall not apply to limit the -------- ----------- Servicer's liability for Indemnified Losses of that nature of the Trust. If for any and all liabilitiesreason the indemnification provided in this section is unavailable to an Indemnified Party or is insufficient to hold it harmless, losses, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be incurred then Servicer shall contribute to the amount paid by any such Indemnified Party as a result of any act such loss, claim, damage or omission liability in such proportion as is appropriate to reflect not only the relative benefits received by the Servicer in connection with its maintenance and custody of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party willon the one hand and Servicer on the other hand, if a claim in respect thereof is to be made against but also the Indemnifying Party under this Section, notify the Indemnifying Party relative fault of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), if any) and the Indemnifying Party will not be liable to such Indemnified Party under this Section for Servicer and any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 1998-C SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 1998-C SUBI Sub-Trust) or the 1998-C Securitization Trusteerelevant equitable consideration.

Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") agrees to indemnify, defend and hold harmless the 1998-C B Securitization Trustee, the Titling Trustee and each of their respective officers, directors, employees and agents (each an "Indemnified Party") for any and all liabilities, losses, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be incurred by any Indemnified Party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C B Contracts and 1998-C B Leased Vehicles, the servicing of the 1998-C B Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C B SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C B SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 1998-C B SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 1998-C B SUBI Sub-Trust) or the 1998-C B Securitization Trustee.

Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") agrees to indemnify, defend and hold harmless the 1998-C B Securitization Trustee, the Titling Trustee and each of their respective officers, directors, employees and agents (each an "Indemnified Party") for any and all liabilities, losses, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be incurred by any Indemnified Party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C B Contracts and 1998-C B Leased Vehicles, the servicing of the 1998-C B Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C B SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C B SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 1998-C SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 1998-C SUBI Sub-Trust) or the 1998-C Securitization Trustee.1998-

Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") agrees to indemnify, defend and hold harmless the 19981997-C A Securitization Trustee, the Titling Trustee and each of their respective officers, directors, employees and agents (each an "Indemnified Party") for any and all liabilities, losses, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be incurred by any Indemnified Party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Contract Documents, Title Documents, and Contract Records with respect to 19981997-C A Contracts and 19981997-C A Leased Vehicles, the servicing of the 19981997-C A Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 19981997-C A SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 19981997-C A SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 19981997-C A SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 19981997-C A SUBI Sub-Trust) or the 19981997-C A Securitization Trustee.

Indemnification by Servicer. The Servicer (for purposes of this Section, the "Indemnifying Party") hereby agrees to indemnifyindemnify each Indemnified Party forthwith on demand, defend from and hold harmless against any and all Indemnified Losses awarded against or incurred by any of them that arise out of or relate to Servicer's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document. Notwithstanding the 1998-C Securitization Trusteeforegoing, in no event shall any Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or willful misconduct on the Titling Trustee and each part of their respective such Indemnified Party (or the gross negligence or willful misconduct on the part of any of its officers, directors, employees employees, affiliates or agents), (b) to the extent they include Indemnified Losses in respect of Receivables and agents reimbursement therefor that would constitute credit recourse to Servicer for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, or (each an "c) to the extent they are or result from taxes (including interest and penalties thereon) asserted with respect to (i) distributions on the Investor Certificates, (ii) franchise or withholding taxes imposed on any Indemnified Party"Party other than the Trust or Trustee in its capacity as Trustee or (iii) federal or other income taxes on or measured by the net income of the Indemnified Party and costs and expenses in defending against the same. If for any and all liabilitiesreason the indemnification provided in this section is unavailable to an Indemnified Party or is insufficient to hold it harmless, losses, damages and expenses (including without limitation reasonable fees and expenses of counsel) that may be incurred then Servicer shall contribute to the amount paid by any the Indemnified Party as a result of any act loss, claim, damage, judgment, cost, expense or omission liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnified Party on the one hand and Servicer in connection with its maintenance and custody on the other hand, but also the relative fault of the Contract Documents, Title Documents, and Contract Records with respect to 1998-C Contracts and 1998-C Leased Vehicles, the servicing of the 1998-C Contracts, the Servicer's undertakings in clause (e) of Section 4.09 of this 1998-C SUBI Servicing Supplement or any other activity undertaken or omitted by the Servicer with respect to any 1998-C SUBI Asset. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under this Section, notify the Indemnifying Party of the commencement thereof. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Indemnifying Party), if any) and the Indemnifying Party will not be liable to such Indemnified Party under this Section for Servicer and any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The obligations set forth in this Section shall survive the termination of this 1998-C SUBI Servicing Supplement or the resignation or removal of the Servicer (generally or with respect to the 1998-C SUBI Sub-Trust) or the 1998-C Securitization Trusteerelevant equitable consideration.