Common use of Compensation; Indemnification Clause in Contracts

Compensation; Indemnification. (a) The Servicer shall pay such compensation to each Depositary Bank as such Parties may agree in writing from time to time. (b) The Servicer agrees to pay or reimburse the applicable Depositary Bank the amount of any and all actual, reasonable, and documented out-of-pocket expenses, including the reasonable and documented fees and expenses of legal counsel (excluding, for the avoidance of doubt, the allocated costs of internal counsel) incurred by such Depositary Bank including the reasonable and documented fees and expenses of its legal counsel incurred by such Depositary Bank, limited in the case of fees and expenses of legal counsel to one (1) legal counsel for each group of similarly situated Depositary Banks, unless arising from the gross negligence, bad faith, or willful misconduct of such Depositary Bank or its affiliates, directors, employees, attorneys, agents or sub-agents, in connection with (i) the custody or preservation of, or the sale of, collection from or other realization upon any of the Account collateral, (ii) the exercise or enforcement of any of the rights of such Depositary Bank hereunder or (iii) the failure by the Authority or the Servicer to perform or observe any of the provisions hereof. Without limiting the foregoing, the Servicer agrees to pay, and to hold the applicable Depositary Bank harmless from, and to indemnify the applicable Depositary Bank against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Account collateral or in connection with any of the transactions contemplated by this Agreement. (c) In addition to the payment of amounts pursuant to the foregoing clauses (a) and (b), whether or not the transactions contemplated hereby shall be consummated, the Servicer, the Calculation Agent, the Trust and the Collateral Agent, jointly and severally, agree to defend, indemnify, pay, and hold harmless, the applicable Depositary Bank (in its capacity as such) and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents, and affiliates of such Depositary Bank (in its capacity as such) (each, an “Indemnitee”) from and against any and all Indemnified Liabilities; provided that no such Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct of such Indemnitee, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this clause (c) may be unenforceable in whole or in part because they are violative of any law or public policy, the Servicer, the Calculation Agent, the Trust, and the Collateral Agent, as applicable, shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. (d) Any amounts payable by the Servicer as provided in clause (a) or (b) of this Section 6.3 shall be paid within thirty (30) days after written demand therefor. (e) To the extent permitted by Applicable Law, neither the Servicer nor the Authority shall assert, and each of the Servicer and the Authority hereby waives, releases, and agrees not to sue upon, any claim against the applicable Depositary Bank and its affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any Applicable Law) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby or any act or omission or event occurring in connection therewith. (f) Without limiting the obligations of the Servicer hereunder, each Depositary Bank shall be fully justified in refusing to take or to continue to take any action hereunder unless it shall first be indemnified to its satisfaction by the Servicer or Collateral Agent, acting on behalf of the Secured Parties (as defined in the Collateral Agency and Intercreditor Agreement), against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action; provided, however, that the Collateral Agent (acting pursuant to direction given under the Collateral Agency and Intercreditor Agreement) shall be entitled to remove any Depositary Bank as a result of such refusal and appoint a successor Depositary Bank in accordance with Section 6.4 hereof. (g) Notwithstanding anything contained herein to the contrary, the Authority shall not have any monetary liability for the representations, warranties, covenants, agreements or other obligations of the Authority hereunder or in any of the certificates, notices or agreements delivered pursuant hereto. (h) The agreements in this Section 6.3 hereof shall survive the Termination Date.

Compensation; Indemnification. (a) The Servicer shall pay such compensation to each Depositary Bank as such Parties may agree in writing from time to time. (b) The Servicer agrees to pay or reimburse the applicable Depositary Bank the amount of any and all actualactual and, reasonable, and documented out-of-pocket out -of -pocket expenses, including the reasonable and documented fees and expenses of legal counsel (excluding, for the avoidance of doubt, the allocated costs of internal counsel) incurred by such Depositary Bank including the reasonable and documented fees and expenses of its legal counsel and any experts or agents incurred by such Depositary Bank, limited in the case of fees and expenses of legal counsel to one (1) legal counsel for each group of similarly situated Depositary Banks, unless arising from the gross negligence, bad faith, or willful misconduct of such Depositary Bank or its affiliates, directors, employees, attorneys, agents or sub---agents, in connection with (i) the custody or preservation of, or the sale of, collection from or other realization upon any of the Account collateral, (ii) the exercise or enforcement of any of the rights of such Depositary Bank hereunder or (iii) the failure by the Authority or the Servicer to perform or observe any of the provisions hereof. Without limiting the foregoing, the Servicer agrees to pay, and to hold the applicable Depositary Bank harmless from, and to indemnify the applicable Depositary Bank against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Account collateral or in connection with any of the transactions contemplated by this Agreement. (c) In addition to the payment of amounts pursuant to the foregoing clauses (a) and (b), whether or not the transactions contemplated hereby shall be consummated, the ServicerServicer agrees, the Calculation Agent, the Trust and the Collateral Agent, jointly and severally, agree to defend, indemnify, pay, and hold harmless, the applicable Depositary Bank (in its capacity as such) and the officers, partners, members, directors, trustees, advisors, employees, agents, sub---agents, and affiliates of such Depositary Bank (in its capacity as such) (each, an “Indemnitee”) from and against any and all Indemnified Liabilities; provided that no the Servicerno such Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct of such Indemnitee, in each case, as determined by a final non---appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this clause (c) may be unenforceable in whole or in part because they are violative of any law or public policy, the Servicer, the Calculation Agent, the Trust, and the Collateral Agent, as applicable, shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. (d) Any amounts payable by the Servicer as provided in clause (a) or (b) of this Section 6.3 shall be paid within thirty (30) days after written demand therefor. (e) To the extent permitted by Applicable Law, neither the Servicer nor the Authority shall assert, and each of the Servicer and the Authority hereby waives, releases, and agrees not to sue ▇▇▇ upon, any claim against the applicable Depositary Bank and its affiliates, directors, employees, attorneys, agents or sub---agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any Applicable Law) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby or any act or omission or event occurring in connection therewith. (f) Without limiting the obligations of the Servicer hereunder, each Depositary Bank shall be fully justified in refusing to take or to continue to take any action hereunder unless it shall first be indemnified to its satisfaction by the Servicer or Collateral Agent, acting on behalf of the Secured Parties (as defined in the Collateral Agency and Intercreditor Agreement), against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action; provided, however, that the Collateral Agent (acting pursuant to direction given under the Collateral Agency and Intercreditor Agreement) shall be entitled to remove any Depositary Bank as a result of such refusal and appoint a successor Depositary Bank in accordance with Section 6.4 6.4.6.4 hereof. (g) Notwithstanding anything contained herein to the contrary, the Authority shall not have any monetary liability for the representations, warranties, covenants, agreements or other obligations of the Authority hereunder or in any of the certificates, notices or agreements delivered pursuant hereto. Date. (h) The agreements in this Section 6.3 hereof shall survive the Termination Date.Termination

Compensation; Indemnification. (a) The Servicer shall pay such compensation to each Depositary Bank as such Parties may agree in writing from time to time. (b) The Servicer agrees to pay or reimburse the applicable Depositary Bank the amount of any and all actual, reasonable, actual and documented out-of-reasonable out of pocket expenses, including the reasonable and documented fees and expenses of legal counsel (excluding, for the avoidance of doubt, the allocated costs of internal counsel) incurred by such Depositary Bank including the reasonable and documented fees and expenses of its legal counsel and any experts or agents incurred by such Depositary Bank, limited in the case of fees and expenses of legal counsel to one (1) legal counsel for each group of similarly situated Depositary Banks, unless arising from the gross negligence, bad faith, negligence or willful misconduct of such Depositary Bank or its affiliates, directors, employees, attorneys, agents or sub-agents, in connection with (i) the custody or preservation of, or the sale of, collection from or other realization upon any of the Account collateral, (ii) the exercise or enforcement of any of the rights of such Depositary Bank hereunder or (iii) the failure by the Authority or the Servicer to perform or observe any of the provisions hereof. Without limiting the foregoing, the Servicer agrees to pay, and to hold the applicable Depositary Bank harmless from, and to indemnify the applicable Depositary Bank against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Account collateral or in connection with any of the transactions contemplated by this Agreement. (c) In addition to the payment of amounts pursuant to the foregoing clauses (a) and (b), whether or not the transactions contemplated hereby shall be consummated, the Servicer, the Calculation Agent, the Trust and the Collateral Agent, jointly and severally, agree Servicer agrees to defend, indemnify, pay, pay and hold harmless, the applicable Depositary Bank (in its capacity as such) and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents, agents and affiliates of such Depositary Bank (in its capacity as such) (each, an “Indemnitee”) from and against any and all Indemnified Liabilities; provided that no such Party the Servicer shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith negligence or willful misconduct of such Indemnitee, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this clause (c) may be unenforceable in whole or in part because they are violative of any law or public policy, the Servicer, the Calculation Agent, the Trust, and the Collateral Agent, as applicable, Servicer shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. (d) Any amounts payable by the Servicer as provided in clause (a) or (b) of this Section 6.3 shall be paid within thirty (30) days after written demand therefor. (e) To the extent permitted by Applicable Law, neither the Servicer nor the Authority shall assert, and each of the Servicer and the Authority hereby waives, releases, releases and agrees not to sue ▇▇▇ upon, any claim against the applicable Depositary Bank and its affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any Applicable Law) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby or any act or omission or event occurring in connection therewith. (f) Without limiting the obligations of the Servicer hereunder, each Depositary Bank shall be fully justified in refusing to take or to continue to take any action hereunder unless it shall first be indemnified to its satisfaction by the Servicer or Collateral Agent, acting on behalf of the Secured Parties (as defined in the Collateral Agency and Intercreditor Agreement), against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action; provided, however, that the Collateral Agent (acting pursuant to direction given under the Collateral Agency and Intercreditor Agreement) shall be entitled to remove any Depositary Bank as a result of such refusal and appoint a successor Depositary Bank in accordance with Section 6.4 hereof6.4. (g) Notwithstanding anything contained herein to the contrary, the Authority shall not have any monetary liability for the representations, warranties, covenants, agreements or other obligations of the Authority hereunder or in any of the certificates, notices or agreements delivered pursuant hereto. (h) The agreements in this Section 6.3 hereof shall survive the Termination Date.

Compensation; Indemnification. (a) The Servicer shall pay such compensation to each Depositary Bank as such Parties may agree in writing from time to time. (b) The Servicer agrees to pay or reimburse the applicable Depositary Bank the amount of any and all actual, reasonable, and documented out-of-pocket expenses, including the reasonable and documented fees and expenses of legal counsel (excluding, for the avoidance of doubt, the allocated costs of internal counsel) incurred by such Depositary Bank including the reasonable and documented fees and expenses of its legal counsel incurred by such Depositary Bank, [limited in the case of fees and expenses of legal counsel to one (1) legal counsel for each group of similarly situated Depositary Banks, ]unless arising from the gross negligence, bad faith, or willful misconduct of such Depositary Bank or its affiliates, directors, employees, attorneys, agents or sub-agents, in connection with (i) the custody or preservation of, or the sale of, collection from or other realization upon any of the Account collateral, (ii) the exercise or enforcement of any of the rights of such Depositary Bank hereunder or (iii) the failure by the Authority or the Servicer to perform or observe any of the provisions hereof. Without limiting the foregoing, the Servicer agrees to pay, and to hold the applicable Depositary Bank harmless from, and to indemnify the applicable Depositary Bank against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Account collateral or in connection with any of the transactions contemplated by this Agreement. (c) In addition to the payment of amounts pursuant to the foregoing clauses (a) and (b), whether or not the transactions contemplated hereby shall be consummated, the Servicer, the Calculation Agent, the Trust and the Collateral Agent, jointly and severally, agree to defend, indemnify, pay, and hold harmless, the applicable Depositary Bank (in its capacity as such) and the officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents, and affiliates of such Depositary Bank (in its capacity as such) (each, an “Indemnitee”) from and against any and all Indemnified Liabilities; provided that no such Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence, bad faith or willful misconduct of such Indemnitee, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this clause (c) may be unenforceable in whole or in part because they are violative of any law or public policy, the Servicer, the Calculation Agent, the Trust, and the Collateral Agent, as applicable, shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. (d) Any amounts payable by the Servicer as provided in clause (a) or (b) of this Section 6.3 shall be paid within thirty (30) days after written demand therefor. (e) To the extent permitted by Applicable Law, neither the Servicer nor the Authority shall assert, and each of the Servicer and the Authority hereby waives, releases, and agrees not to sue ▇▇▇ upon, any claim against the applicable Depositary Bank and its affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any Applicable Law) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby or any act or omission or event occurring in connection therewith. (f) Without limiting the obligations of the Servicer hereunder, each Depositary Bank shall be fully justified in refusing to take or to continue to take any action hereunder unless it shall first be indemnified to its satisfaction by the Servicer or Collateral Agent, acting on behalf of the Secured Parties (as defined in the Collateral Agency and Intercreditor Agreement), against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action; provided, however, that the Collateral Agent (acting pursuant to direction given under the Collateral Agency and Intercreditor Agreement) shall be entitled to remove any Depositary Bank as a result of such refusal and appoint a successor Depositary Bank in accordance with Section 6.4 hereof. (g) Notwithstanding anything contained herein [herein]in this Agreement to the contrary, the Authority shall not have any monetary liability for the representations, warranties, covenants, agreements or other obligations of the Authority hereunder or in any of the certificates, notices or agreements delivered pursuant hereto. (h) The agreements in this Section 6.3 hereof shall survive the Termination Date.Termination