Servicer shall cooperate and communicate with the Administrative Agent, the Backup Servicer and Owner and shall take such action as is necessary and appropriate to effectuate the purposes and carry out the terms of this Agreement, the Backup Servicing Agreement and the Credit Agreement, including Section 5.10 thereof.
Section 6.01 Indemnification.
Servicer hereto agrees to indemnify each Agent, the Owner, the Collection Account Bank and the Backup Servicer (including each of their direct and indirect parents, subsidiaries, affiliates, employees, members, officers, directors and agents) and hold each of them harmless against and reimburse each Agent, the Owner, the Collection Account Bank and the Backup Servicer with respect to any and all claims, losses, penalties, fines, forfeitures, legal fees, suits, liabilities and related costs (including reasonable attorneys fees and expenses and court costs), including any such fees and costs in any legal proceeding (including in court, arbitration and on any appeals), judgments, and any other costs, fees and expenses that such indemnified party may sustain, including those incurred in connection with the enforcement of this indemnification (collectively, Claims) in any way related to (i) the fraud, bad faith, willful misconduct or gross negligence of Servicer or its agents, (ii) the failure of Servicer to perform the Services or service the Receivables in compliance with the terms of this Agreement, (iii) the failure by Servicer or any subcontractor retained by Servicer or its agents retained as provided in Section 9.03 to comply in any respect with any Applicable Law, rule or regulation, or in accordance with Section 3.01, with respect to any Receivable, (iv) the use, ownership, repossession or operation by Servicer or any Affiliate or agent or sub-contractor thereof of any Financed Vehicle, (v) any taxes that may be asserted against any of such parties with respect to the transactions contemplated by this Agreement and the other Loan Documents, including, any franchise tax, sales, gross receipts, general corporation, tangible personal property or license tax (except with respect to the Administrative Agent and its respective parent, subsidiaries, affiliates, employees, members, officers, directors and agents, as provided in the Credit Agreement) and (vi) any representation or warranty made by Servicer in this Agreement shall have been false or incorrect when made or deemed made; provided, however, that Servicer shall have no obligation to indemnify any Agent or Owner for Claims to the extent such Claims are determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Agent or Owner. Servicer acknowledges that Owner may collaterally assign its rights hereunder related to indemnification to any Lender and hereby consents to any such assignment. This indemnification shall survive the termination or assignment of this Agreement and the resignation or removal of any party.
Section 6.02 Procedure as to Third Party Claims.
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Servicer shall (i) promptly notify Owner and Administrative Agent if a material claim is made against Servicer or Owner by a third party with respect to this Agreement or the Receivables held by Owner, (ii) if the claim is less than $50,000 individually or $250,000 in the aggregate with respect to all outstanding Claims, assume the defense of any such claim and pay all expenses in connection