Common use of INDEMNIFICATION BY THE COMPANY AND THE SERVICER Clause in Contracts

INDEMNIFICATION BY THE COMPANY AND THE SERVICER. (a) The Company agrees to indemnify and hold harmless the Trustee, its officers, directors, agents and employees and each Affected Party (each, a "COMPANY INDEMNIFIED PERSON") from and against any loss, liability, expense, damage or injury suffered or sustained by (a "CLAIM") such Company Indemnified Person by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Company pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party, (ii) a breach of any representation or warranty made or deemed made by the Company (or any of its officers) in any Pooling and -25- Servicing Agreement or other Transaction Document or (iii) a failure by the Company to comply with any applicable law or regulation or to perform its covenants, agreements, duties obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement or the other Transaction Documents, including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury (A) resulted from the gross negligence, bad faith or wilful misconduct of such Company Indemnified Person or its officers, directors, agents, principals, employees or employers, (B) resulted solely from a default by an Obligor with respect to any Receivable or (C) includes any income or franchise taxes imposed on (or measured by) any Company Indemnified Person's net income; PROVIDED that any payments made by the Company pursuant to this subsection shall be made solely from funds available to the Company which are not otherwise needed to be applied to the payment of any amounts (other than amounts payable to the Company pursuant to any Pooling and Servicing Agreements, shall be non-recourse other than with respect to proceeds in excess of the proceeds needed to make such payment, and shall not constitute a claim against the Company to the extent that insufficient proceeds exist to make such payment.

INDEMNIFICATION BY THE COMPANY AND THE SERVICER. (a) The Company agrees to indemnify and hold harmless the Trustee, its the Funding Agent, each APA Bank, each Purchaser and each of their respective officers, directors, agents and employees and each Affected Party (each, a "COMPANY INDEMNIFIED PERSON") from and against any loss, liability, expense, damage or injury suffered or sustained by (a "CLAIM") such Company Indemnified Person indemnified person by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Company pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party, (ii) a breach of any representation or warranty made or deemed made by the Company (or any of its officers) in any Pooling and -25- Servicing Agreement or other Transaction Document or (iii) a failure by the Company to comply with any applicable law or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement or the other Transaction Documents, including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury (A) resulted from the gross negligence, bad faith or wilful misconduct of such Company Indemnified Person indemnified person or its officers, directors, agents, principals, employees or employers, (B) resulted solely from a default by an Obligor with respect to any Receivable or (C) includes include any income or franchise taxes imposed on (or measured by) any Company Indemnified Personindemnified person's net income; PROVIDED that any payments made by the Company pursuant to this subsection shall be made solely from funds available to the Company which are not otherwise needed to be applied to the payment of any amounts (other than amounts payable to the Company Company) pursuant to any Pooling and Servicing Agreements, shall be non-recourse other than with respect to proceeds in excess of the proceeds needed to make such payment, and shall not constitute a claim against the Company to the extent that insufficient proceeds exist to make such payment.

INDEMNIFICATION BY THE COMPANY AND THE SERVICER. (a) ----------------------------------------------- The Company agrees to indemnify and hold harmless each of the TrusteeAgent, its each Purchaser and each of their respective officers, directors, agents and employees and each Affected Party (each, a "COMPANY INDEMNIFIED PERSONCompany indemnified person") from and against any loss, liability, -------------------------- expense, damage or injury suffered or sustained by such Company indemnified person (a "CLAIMClaim") such Company Indemnified Person by reason of (i) any acts, omissions or alleged acts or ----- omissions arising out of, or relating to, activities of the Company pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party, (ii) a breach of any representation or warranty made or deemed made by the Company (or any of its officers) in any Pooling and -25- Servicing Agreement or other Transaction Document or (iii) a failure by the Company to comply with any applicable law or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement or the other Transaction Documents, including, but not limited to, any judgment, award, settlement, reasonable attorneys' * fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury (A) resulted from the gross negligence, bad faith or wilful misconduct of such Company Indemnified Person indemnified person or its officers, directors, agents, principals, employees or employers, (B) resulted solely from a default by an Obligor with respect to any Receivable or (C) includes any income or franchise taxes imposed on (or measured by) any Company Indemnified Person's net income; PROVIDED that any payments made by the Company pursuant to this subsection shall be made solely from funds available to the Company which are not otherwise needed to be applied to the payment of any amounts (other than amounts payable to the Company pursuant to any Pooling and Servicing Agreements, shall be non-recourse other than with respect to proceeds in excess of the proceeds needed to make such payment, and shall not constitute a claim against the Company to the extent that insufficient proceeds exist to make such payment.

INDEMNIFICATION BY THE COMPANY AND THE SERVICER. (a) The Company agrees to indemnify and hold harmless the TrusteeFunding Agent, its each Purchaser and each of their respective officers, directors, agents and employees and each Affected Party (each, a "COMPANY INDEMNIFIED PERSON") from and against any loss, liability, expense, damage or injury suffered or sustained by (a "CLAIM") such Company Indemnified Person indemnified person by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Company pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party, (ii) a breach of any representation or warranty made or deemed made by the Company (or any of its officers) in any Pooling and -25- Servicing Agreement or other Transaction Document Documents or (iii) a failure by the Company to comply with any applicable law or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement or the other Transaction Documents, including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury (A) resulted from the gross negligence, bad faith or wilful misconduct of such Company Indemnified Person indemnified person or its officers, directors, agents, principals, employees or employers, (B) resulted solely from a default by an Obligor with respect to any Receivable or (C) includes include any income or franchise taxes imposed on (or measured by) any Company Indemnified Personindemnified person's net income; PROVIDED that any payments made by the Company pursuant to this subsection shall be made solely from funds available to the Company which are not otherwise needed required to be applied to the payment of any amounts (other than amounts payable to the Company Company) pursuant to any Pooling and Servicing Agreements, shall be non-recourse other than with respect to proceeds in excess of the proceeds needed to make such paymentfunds, and shall not constitute a claim against the Company to the extent that insufficient proceeds funds exist to make such payment.

INDEMNIFICATION BY THE COMPANY AND THE SERVICER. (a) The Company agrees to indemnify and hold harmless the Trustee, its the Funding Agent, each APA Bank, each Purchaser and each of their respective officers, directors, agents and employees and each Affected Party (each, a "COMPANY INDEMNIFIED PERSON") from and against any loss, liability, expense, damage or injury suffered or sustained by (a "CLAIM") such Company Indemnified Person indemnified person by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Company pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party, (ii) a breach of any representation or warranty made or deemed made by the Company (or any of its officers) in any Pooling and -25- Servicing Agreement or other Transaction Document or (iii) a failure by the Company to comply with any applicable law or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement or the other Transaction Documents, including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury (A) resulted from the gross negligence, bad faith or wilful misconduct of such Company Indemnified Person indemnified person or its officers, directors, agents, principals, employees or employers, (B) resulted solely from a default by an Obligor with respect to any Receivable or (C) includes include any income or franchise taxes imposed on (or measured by) any Company Indemnified Personindemnified person's net income; PROVIDED that any payments made by the Company pursuant to this subsection Section shall be made solely from funds available to the Company which are not otherwise needed to be applied to the payment of any amounts (other than amounts payable to the Company Company) pursuant to any Pooling and Servicing Agreements, shall be non-recourse other than with respect to proceeds in excess of 37 the proceeds needed to make such payment, and shall not constitute a claim against the Company to the extent that insufficient proceeds exist to make such payment.

INDEMNIFICATION BY THE COMPANY AND THE SERVICER. (a) The Company agrees to indemnify and hold harmless the Trustee, its the Funding Agent, each Purchaser and each of their respective officers, directors, agents and employees and each Affected Party (each, a "COMPANY INDEMNIFIED PERSONCompany indemnified person") from and against any loss, liability, expense, damage or injury suffered or sustained by (a "CLAIMClaim") such Company Indemnified Person indemnified person by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Company pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party, (ii) a breach of any representation or warranty made or deemed made by the Company (or any of its officers) in any Pooling and -25- Servicing Agreement or other Transaction Document Documents or (iii) a failure by the Company to comply with any applicable law or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement or the other Transaction Documents, including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury (A) resulted from the gross negligence, bad faith or wilful misconduct of such Company Indemnified Person indemnified person or its officers, directors, agents, principals, employees or employers, (B) resulted solely from a default by an Obligor with respect to any Receivable or (C) includes include any income or franchise taxes imposed on (or measured by) any Company Indemnified Personindemnified person's net income; PROVIDED provided that any payments made by the Company pursuant to this subsection shall be made solely from funds available to the Company which are not otherwise needed required to be applied to the payment of any amounts (other than amounts payable to the Company Company) pursuant to any Pooling and Servicing Agreements, shall be non-recourse other than with respect to proceeds in excess of the proceeds needed to make such paymentfunds, and shall not constitute a claim against the Company to the extent that insufficient proceeds funds exist to make such payment.

INDEMNIFICATION BY THE COMPANY AND THE SERVICER. (a) The Company agrees to indemnify and hold harmless the TrusteeAgent, its each Purchaser and each of their respective officers, directors, agents and employees and each Affected Party (each, a "COMPANY INDEMNIFIED PERSONCompany Indemnified Person") from and against any loss, liability, expense, damage or injury (a "Claim") suffered or sustained by (a "CLAIM") such Company Indemnified Person by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Company pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party or (ii) in the case of a Claim brought by a third party, (iix) a breach of any representation or warranty made or deemed made by the Company (or any of its officers) in any Pooling Transaction Document, except to the extent that such Company Indemnified Person would be indemnified and -25- Servicing held harmless by an adjustment payment in respect of Ineligible Receivables pursuant to Section 2.05 of the Agreement or other Transaction Document or (iiiy) a failure by the Company to comply with any applicable law or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement or the other Transaction Documents, including, but not limited to, in any such case including any judgment, award, award settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury (A) resulted from the gross negligence, bad faith or wilful misconduct of such Company Indemnified Person or its officers, directors, agents, principals, employees or employers; provided, (B) resulted solely from a default by an Obligor with respect to any Receivable or (C) includes any income or franchise taxes imposed on (or measured by) any Company Indemnified Person's net income; PROVIDED however, that any payments made by the Company pursuant to this subsection shall be made solely from funds available to the Company which are not otherwise needed to be applied to the payment of any amounts (other than amounts payable to the Company pursuant to any Pooling and Servicing Agreements, shall be non-recourse other than with respect to proceeds in excess of the proceeds needed to make such payment, and shall not constitute a claim against the Company to the extent that insufficient proceeds exist to make such paymentSubordinated Obligations.

INDEMNIFICATION BY THE COMPANY AND THE SERVICER. (a) The Company agrees to indemnify and hold harmless the TrusteeAgent, its each Purchaser and each of their respective officers, directors, agents and employees and each Affected Party (each, a "COMPANY INDEMNIFIED PERSONCompany Indemnified Person") from and against any loss, liability, expense, damage or injury (a "Claim") suffered or sustained by (a "CLAIM") such Company Indemnified Person by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Company pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party or (ii) in the case of a Claim brought by a third party, (iix) a breach of any representation or warranty made or deemed made by the Company (or any of its officers) in any Pooling Transaction Document, except to the extent that such Company Indemnified Person would be indemnified and -25- Servicing held harmless by an adjustment payment in respect of Ineligible Receivables pursuant to Section 2.05 of the Agreement or other Transaction Document or (iiiy) a failure by the Company to comply with any applicable law or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement or the other Transaction Documents, including, but not limited to, in any such case including any judgment, award, award settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury (A) resulted from the gross negligence, bad faith or wilful misconduct of such Company Indemnified Person or its officers, directors, agents, principals, employees or employers; provided that the Company shall not indemnify any Company Indemnified person for any liability, (B) resulted cost or expense of such Company Indemnified Person arising solely from a default by an Obligor with respect to any Receivable or (C) includes any income or franchise taxes imposed on (or measured by) any Company Indemnified Person's net income; PROVIDED provided, further however, that any payments made by the Company pursuant to this subsection shall be made solely from funds available to the Company which are not otherwise needed to be applied to the payment of any amounts (other than amounts payable to the Company pursuant to any Pooling and Servicing Agreements, shall be non-recourse other than with respect to proceeds in excess of the proceeds needed to make such payment, and shall not constitute a claim against the Company to the extent that insufficient proceeds exist to make such paymentSubordinated Obligations.