Common use of Servicer Indemnification of the Transferor Clause in Contracts

Servicer Indemnification of the Transferor. the Trust, the Owner Trustee, the Indenture Trustee and the Collateral Agent. To the fullest extent permitted by applicable law, the Servicer shall indemnify and hold harmless each of the Transferor, the Trust, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent), the Collateral Agent and their respective directors, officers, employees and agents from and against any and all reasonable loss, liability, claim, expense, damage or injury suffered or sustained by reason of (a) any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration of the Trust by the Owner Trustee, the issuance by the Trust of the Notes, any Servicer Default, or any termination of the rights and obligations of the Servicer, including, but not limited to, 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 the Servicer shall not indemnify the Transferor, the Owner Trustee, the Indenture Trustee, the Collateral Agent or the Noteholders if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by the Transferor, the Owner Trustee, the Indenture Trustee or the Collateral Agent; provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Transferor, the Owner Trustee, the Indenture Trustee or the Collateral Agent at the request of the Noteholders; provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Noteholders or the Note Owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible or losses suffered by the Collateral Certificates; and provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Noteholders or the Note Owners for any liabilities, costs or expenses of the Transferor, the Trust, the Noteholders or the Note Owners arising under any tax law, including 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 the Transferor, the Trust, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnification shall not be payable from the Trust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer, the replacement of the Transferor, the resignation or removal of the Owner Trustee, the Indenture Trustee and the Collateral Agent and the termination of the Trust.

Servicer Indemnification of the Transferor. the TrustTrust and the ------------------------------------------------------------- Trustee. Subject to the limitations on liability set forth in Section 8.3, the Owner Trustee, the Indenture Trustee and the Collateral Agent. To the fullest extent permitted by applicable law, the ------- Servicer shall indemnify and hold harmless each of the Transferor, the Trust, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto the Trust (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent)each, the Collateral Agent and their respective directors, officers, employees and agents an "Indemnified Party") from and against any and all reasonable loss, liability, claim, reasonable expense, damage or injury suffered or sustained by reason of (a) any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration of the Trust by the Owner Trustee, the issuance by the Trust of the Notes, any Servicer Default, or any termination of the rights and obligations of the Servicerinjury, including, but not limited to, 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, suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement; provided, however, that the Servicer shall not -------- ------- indemnify the Transferor, the Owner Trustee, the Indenture Trustee, the Collateral Agent or the Noteholders hold harmless an Indemnified Party if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, gross negligence, or willful misconduct by the Transferorsuch Indemnified Party (or any of such Indemnified Party's officers, the Owner Trusteedirectors, the Indenture Trustee employees or agents) or the Collateral AgentInvestor Certificateholders; provided provided, further, that the Servicer shall not indemnify the Transferor, or -------- ------- hold harmless the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners for any losses, liabilities, costs expenses, damages or expenses injuries suffered or sustained by any of the Trust them with respect to any action taken by the Transferor, the Owner Trustee, the Indenture Trustee or the Collateral Agent at the request of the NoteholdersInvestor Certificateholders; provided provided, further, that the Servicer -------- ------- shall not indemnify the Transferor, or hold harmless the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners as to any losses, claims liabilities, expenses, damages or damages incurred injuries suffered or sustained by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible or losses suffered by the Collateral CertificatesReceivables; and provided provided, further, that the Servicer shall not indemnify or hold -------- ------- harmless the Transferor, the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners for any losses, liabilities, costs expenses, damages or expenses of the Transferor, injuries suffered 8-2 or sustained by the Trust, the Noteholders Investor Certificateholders or the Note Certificate 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 interest, penalties or penalties additions with respect thereto or arising from a failure to comply therewith) required to be paid by the Transferor, the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners in connection herewith to any taxing authority; and, provided, further, that in no event will the -------- ------- Servicer be liable, directly or indirectly, for or in respect of any indebtedness or obligation evidenced or created by any Certificate, recourse as to which shall be limited solely to the assets of the Trust allocated for the payment thereof as provided on this Agreement and any applicable Supplement. Any such indemnification shall not be payable from the assets of the Trust, but the Servicer shall be subrogated to the rights of the Trust Assetswith respect to the foregoing matters if and to the extent that the Servicer shall have indemnified the Trust with respect thereto. The Servicer shall indemnify and hold harmless the Trustee and its officers, directors, employees or agents from and against any loss, liability, reasonable expense, damage or injury suffered or sustained by reason of the acceptance of this Trust by the Trustee, the issuance by the Trust of the Certificates or any of the other matters contemplated herein or in any Supplement; provided, however, that the Servicer shall not indemnify the -------- ------- Trustee or its officers, directors, employees or agents for any loss, liability, expense, damage or injury caused by the fraud, negligence or willful misconduct of any of them. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer, the replacement of the Transferor, the resignation or removal of the Owner Trustee, the Indenture Trustee and the Collateral Agent and and/or the termination of the TrustTrust and shall survive the termination of the Agreement.

Servicer Indemnification of the Transferor. the Trust, the Owner Trustee, the Indenture Trustee Trust and the Collateral AgentTrustee. To Subject to the fullest extent permitted by applicable lawlimitations on liability set forth in Section 8.3, the Servicer shall indemnify and hold harmless each of the Transferor, the Trust, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto the Trust (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent)each, the Collateral Agent and their respective directors, officers, employees and agents an "Indemnified Party") from and against any and all reasonable loss, liability, claim, reasonable expense, damage or injury suffered or sustained by reason of (a) any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration of the Trust by the Owner Trustee, the issuance by the Trust of the Notes, any Servicer Default, or any termination of the rights and obligations of the Servicerinjury, including, but not limited to, 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, suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement; provided, however, that the Servicer shall not indemnify the Transferor, the Owner Trustee, the Indenture Trustee, the Collateral Agent or the Noteholders hold harmless an Indemnified Party if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, gross negligence, or willful misconduct by the Transferorsuch Indemnified Party (or any of such Indemnified Party's officers, the Owner Trusteedirectors, the Indenture Trustee employees or agents) or the Collateral AgentInvestor Certificateholders; provided provided, further, that the Servicer shall not indemnify the Transferor, or hold harmless the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners for any losses, liabilities, costs expenses, damages or expenses injuries suffered or sustained by any of the Trust them with respect to any action taken by the Transferor, the Owner Trustee, the Indenture Trustee or the Collateral Agent at the request of the NoteholdersInvestor Certificateholders; provided provided, further, that the Servicer shall not indemnify the Transferor, or hold harmless the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners as to any losses, claims liabilities, expenses, damages or damages incurred injuries suffered or sustained by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible or losses suffered by the Collateral CertificatesReceivables; and provided provided, further, that the Servicer shall not indemnify or hold harmless the Transferor, the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners for any losses, liabilities, costs expenses, damages or expenses of the Transferor, injuries suffered 8-2 or sustained by the Trust, the Noteholders Investor Certificateholders or the Note Certificate 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 interest, penalties or penalties additions with respect thereto or arising from a failure to comply therewith) required to be paid by the Transferor, the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners in connection herewith to any taxing authority; and, provided, further, that in no event will the Servicer be liable, directly or indirectly, for or in respect of any indebtedness or obligation evidenced or created by any Certificate, recourse as to which shall be limited solely to the assets of the Trust allocated for the payment thereof as provided on this Agreement and any applicable Supplement. Any such indemnification shall not be payable from the assets of the Trust, but the Servicer shall be subrogated to the rights of the Trust Assetswith respect to the foregoing matters if and to the extent that the Servicer shall have indemnified the Trust with respect thereto. The Servicer shall indemnify and hold harmless the Trustee and its officers, directors, employees or agents from and against any loss, liability, reasonable expense, damage or injury suffered or sustained by reason of the acceptance of this Trust by the Trustee, the issuance by the Trust of the Certificates or any of the other matters contemplated herein or in any Supplement; provided, however, that the Servicer shall not indemnify the Trustee or its officers, directors, employees or agents for any loss, liability, expense, damage or injury caused by the fraud, negligence or willful misconduct of any of them. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer, the replacement of the Transferor, the resignation or removal of the Owner Trustee, the Indenture Trustee and the Collateral Agent and and/or the termination of the TrustTrust and shall survive the termination of the Agreement.

Servicer Indemnification of the Transferor. the Trust, the Owner Trustee, the Indenture Trustee Trust and the Collateral AgentTrustee. To Subject to the fullest extent permitted by applicable lawlimitations on liability set forth in Section 8.3, the Servicer shall indemnify and hold harmless each of the Transferor, the Trust, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto the Trust (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent)each, the Collateral Agent and their respective directors, officers, employees and agents an "Indemnified Party") from and against any and all reasonable loss, liability, claim, reasonable expense, damage or injury suffered or sustained by reason of (a) any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration of the Trust by the Owner Trustee, the issuance by the Trust of the Notes, any Servicer Default, or any termination of the rights and obligations of the Servicerinjury, including, but not limited to, 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, suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer, with respect to activities of the Trust or the Trustee, in breach of the representations, warranties, covenants, or obligations of the Servicer under this Agreement; provided, however, that the Servicer shall not indemnify the Transferor, the Owner Trustee, the Indenture Trustee, the Collateral Agent or the Noteholders hold harmless an Indemnified Party if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, gross negligence, or willful misconduct by such Indemnified Party (or any of such Indemnified Party's officers, directors, employees or agents) or the Investor Securityholders; provided, further, that the Servicer shall not indemnify or hold harmless the Transferor, the Owner TrusteeTrust, the Indenture Trustee Investor Securityholders or the Collateral AgentSecurity Owners for any losses, liabilities, expenses, damages or injuries suffered or sustained by any of them with respect to any action taken by the Trustee at the request of the Investor Securityholders; provided further, that the Servicer shall not indemnify or hold harmless the Transferor, the Trust, the Noteholders Investor Securityholders or the Note Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Transferor, the Owner Trustee, the Indenture Trustee or the Collateral Agent at the request of the Noteholders; provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Noteholders or the Note Security Owners as to any losses, claims liabilities, expenses, damages or damages incurred injuries suffered or sustained by any of them in their capacities as investors, including without limitation losses incurred as a result of Receivables in Defaulted Accounts or Receivables which are written off as uncollectible or losses suffered by the Collateral CertificatesAccounts; and provided further, that the Servicer shall not indemnify or hold harmless the Transferor, the Trust, the Noteholders Investor Securityholders or the Note Security Owners for any losses, liabilities, costs expenses, damages or expenses of injuries suffered or sustained by the Transferor, the Trust, the Noteholders Investor Securityholders or the Note Security 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 interest, penalties or penalties additions with respect thereto or arising from a failure to comply therewith) required to be paid by the Transferor, the Trust, the Noteholders Investor Securityholders or the Note Security Owners in connection herewith to any taxing authority; and, provided, further, that in no event will the Servicer be liable, directly or indirectly, for or in respect of any indebtedness or obligation evidenced or created by any Security, recourse as to which shall be limited solely to the assets of the Trust allocated for the payment thereof as provided in this Agreement and any applicable Supplement. Any such indemnification shall not be payable from the assets of the Trust, but the Servicer shall be subrogated to the rights of the Trust Assetswith respect to the foregoing matters if and to the extent that the Servicer shall have indemnified the Trust with respect thereto. The Servicer shall indemnify and hold harmless the Trustee and its officers, directors, employees or agents from and against any loss, liability, reasonable expense, damage or injury suffered or sustained by reason of the acceptance of this Trust by the Trustee, the issuance by the Trust of the Securities or any of the other matters contemplated herein or in any Supplement; provided, however, that the Servicer shall not indemnify the Trustee or its officers, directors, employees or agents for any loss, liability, expense, damage or injury caused by the fraud, negligence or willful misconduct of any of them. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer, the replacement of the Transferor, the resignation or removal of the Owner Trustee, the Indenture Trustee and the Collateral Agent and and/or the termination of the TrustTrust and shall survive the termination of the Agreement.

Servicer Indemnification of the Transferor. the Trust, the Owner Trustee, the Indenture Trustee Trust and the Collateral AgentTrustee. To Subject to the fullest extent permitted by applicable lawlimitations on liability set forth in Section 8.3, the Servicer shall indemnify and hold harmless each of the Transferor, the Trust, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto the Trust (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent)each, the Collateral Agent and their respective directors, officers, employees and agents an "Indemnified Party") from and against any and all reasonable loss, liability, claim, reasonable expense, damage or injury suffered or sustained by reason of (a) any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration of the Trust by the Owner Trustee, the issuance by the Trust of the Notes, any Servicer Default, or any termination of the rights and obligations of the Servicerinjury, including, but not limited to, 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, suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement; provided, however, that the Servicer shall not indemnify the Transferor, the Owner Trustee, the Indenture Trustee, the Collateral Agent or the Noteholders hold harmless an Indemnified Party if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, gross negligence, or willful misconduct by such Indemnified Party (or any of such Indemnified Party's officers, directors, employees or agents) or the TransferorInvestor Securityholders; provided, further, that the Servicer shall not indemnify or hold harmless the Trust, the Owner Trustee, the Indenture Trustee Investor Securityholders or the Collateral AgentSecurity Owners for any losses, liabilities, expenses, damages or injuries suffered or sustained by any of them with respect to any action taken by the Trustee at the request of the Investor Securityholders; provided further, that the Servicer shall not indemnify the Transferor, or hold harmless the Trust, the Noteholders Investor Securityholders or the Note Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Transferor, the Owner Trustee, the Indenture Trustee or the Collateral Agent at the request of the Noteholders; provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Noteholders or the Note Security Owners as to any losses, claims liabilities, expenses, damages or damages incurred injuries suffered or sustained by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible or losses suffered by the Collateral CertificatesAccounts; and provided further, that the Servicer shall not indemnify or hold harmless the Transferor, the Trust, the Noteholders Investor Securityholders or the Note Security Owners for any losses, liabilities, costs expenses, damages or expenses of the Transferor, injuries suffered or sustained by the Trust, the Noteholders Investor Securityholders or the Note Security 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 interest, penalties or penalties additions with respect thereto or 106 arising from a failure to comply therewith) required to be paid by the Transferor, the Trust, the Noteholders Investor Securityholders or the Note Security Owners in connection herewith to any taxing authority; and, provided, further, that in no event will the Servicer be liable, directly or indirectly, for or in respect of any indebtedness or obligation evidenced or created by any Security, recourse as to which shall be limited solely to the assets of the Trust allocated for the payment thereof as provided in this Agreement and any applicable Supplement. Any such indemnification shall not be payable from the assets of the Trust, but the Servicer shall be subrogated to the rights of the Trust Assetswith respect to the foregoing matters if and to the extent that the Servicer shall have indemnified the Trust with respect thereto. The Servicer shall indemnify and hold harmless the Trustee and its officers, directors, employees or agents from and against any loss, liability, reasonable expense, damage or injury suffered or sustained by reason of the acceptance of this Trust by the Trustee, the issuance by the Trust of the Securities or any of the other matters contemplated herein or in any Supplement; provided, however, that the Servicer shall not indemnify the Trustee or its officers, directors, employees or agents for any loss, liability, expense, damage or injury caused by the fraud, negligence or willful misconduct of any of them. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer, the replacement of the Transferor, the resignation or removal of the Owner Trustee, the Indenture Trustee and the Collateral Agent and and/or the termination of the TrustTrust and shall survive the termination of the Agreement.

Servicer Indemnification of the Transferor. the Trust, the Owner Trustee, the Indenture Trustee Trust and the Collateral AgentTrustee. To Subject to the fullest extent permitted by applicable lawlimitations on liability set forth in Section 8.3, the Servicer shall indemnify and hold harmless each of the Transferor, the Trust, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto the Trust (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent)each, the Collateral Agent and their respective directors, officers, employees and agents an "Indemnified Party") from and against any and all reasonable loss, liability, claim, reasonable expense, damage or injury suffered or sustained by reason of (a) any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration of the Trust by the Owner Trustee, the issuance by the Trust of the Notes, any Servicer Default, or any termination of the rights and obligations of the Servicerinjury, including, but not limited to, 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, suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement; provided, however, that the Servicer shall not indemnify the Transferor, the Owner Trustee, the Indenture Trustee, the Collateral Agent or the Noteholders hold harmless an Indemnified Party if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, gross negligence, or willful misconduct by such Indemnified Party (or any of such Indemnified Party's officers, directors, employees or agents) or the TransferorInvestor Certificateholders; provided, further, that the Servicer shall not indemnify or hold harmless the Trust, the Owner Trustee, the Indenture Trustee Investor Certificateholders or the Collateral AgentCertificate Owners for any losses, liabilities, expenses, damages or injuries suffered or sustained by any of them with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer shall not indemnify the Transferor, or hold harmless the Trust, the Noteholders Investor Certificateholders or the Note Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Transferor, the Owner Trustee, the Indenture Trustee or the Collateral Agent at the request of the Noteholders; provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Noteholders or the Note Certificate Owners as to any losses, claims liabilities, expenses, damages or damages incurred injuries suffered or sustained by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible or losses suffered by the Collateral CertificatesReceivables; and provided further, that the Servicer shall not indemnify or hold harmless the Transferor, the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners for any losses, liabilities, costs expenses, damages or expenses of the Transferor, injuries suffered or sustained by the Trust, the Noteholders Investor Certificateholders or the Note Certificate 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 interest, penalties or penalties additions with respect thereto or arising from a failure to comply therewith) required to be paid by the Transferor, the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners in connection herewith to any taxing authority; and, provided, further, that in no event will the Servicer be liable, directly or indirectly, for or in respect of any indebtedness or obligation evidenced or created by any Certificate, recourse as to which shall be limited solely to the assets of the Trust allocated for the payment thereof as provided in this Agreement and any applicable Supplement. Any such indemnification shall not be payable from the assets of the Trust, but the Servicer shall be subrogated to the rights of the Trust Assetswith respect to the foregoing matters if and to the extent that the Servicer shall have indemnified the Trust with respect thereto. The Servicer shall indemnify and hold harmless the Trustee and its officers, directors, employees or agents from and against any loss, liability, reasonable expense, damage or injury suffered or sustained by reason of the acceptance of this Trust by the Trustee, the issuance by the Trust of the Certificates or any of the other matters contemplated herein or in any Supplement; provided, however, that the Servicer shall not indemnify the Trustee or its officers, directors, employees or agents for any loss, liability, expense, damage or injury caused by the fraud, negligence or willful misconduct of any of them. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer, the replacement of the Transferor, the resignation or removal of the Owner Trustee, the Indenture Trustee and the Collateral Agent and and/or the termination of the TrustTrust and shall survive the termination of the Agreement.

Servicer Indemnification of the Transferor. THE TRUST AND THE TRUSTEE. Subject to the Trust, the Owner Trustee, the Indenture Trustee and the Collateral Agent. To the fullest extent permitted by applicable lawlimitations on liability set forth in Section 8.3, the Servicer shall indemnify and hold harmless each of the Transferor, the Trust, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto the Trust (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent)each, the Collateral Agent and their respective directors, officers, employees and agents an "Indemnified Party") from and against any and all reasonable loss, liability, claim, reasonable expense, damage or injury suffered or sustained by reason of (a) any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration of the Trust by the Owner Trustee, the issuance by the Trust of the Notes, any Servicer Default, or any termination of the rights and obligations of the Servicerinjury, including, but not limited to, 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, suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that the Servicer shall not indemnify the Transferor, the Owner Trustee, the Indenture Trustee, the Collateral Agent or the Noteholders hold harmless an Indemnified Party if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, negligence or willful misconduct by the Transferorsuch Indemnified Party (or any of such Indemnified Party's officers, the Owner Trusteedirectors, the Indenture Trustee employees or agents) or the Collateral AgentInvestor Certificateholders; provided furtherPROVIDED, FURTHER, that the Servicer shall not indemnify the Transferor, or hold harmless the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners for any losses, liabilities, costs 106 112 expenses, damages or expenses injuries suffered or sustained by any of the Trust them with respect to any action taken by the Transferor, the Owner Trustee, the Indenture Trustee or the Collateral Agent at the request of the NoteholdersInvestor Certificateholders; provided furtherPROVIDED, FURTHER, that the Servicer shall not indemnify the Transferor, or hold harmless the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners as to any losses, claims liabilities, expenses, damages or damages incurred injuries suffered or sustained by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible or losses suffered by the Collateral Certificatesuncollectible; and provided furtherPROVIDED, FURTHER, that the Servicer shall not indemnify or hold harmless the Transferor, the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners for any losses, liabilities, costs expenses, damages or expenses of the Transferor, injuries suffered or sustained by the Trust, the Noteholders Investor Certificateholders or the Note Certificate 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 the Transferor, the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners in connection herewith to any taxing authority; and, PROVIDED, FURTHER, that in no event will the Servicer be liable, directly or indirectly, for or in respect of any indebtedness evidenced or created by any Certificate, recourse as to which shall be limited solely to the assets of the Trust allocated for the payment thereof as provided in this Agreement and any applicable Supplement. Any such indemnification shall not be payable from the assets of the Trust, but the Servicer shall be subrogated to the rights of the Trust Assetswith respect to the foregoing matters if and to the extent that the Servicer shall have indemnified the Trust with respect thereto. The Servicer shall indemnify and hold harmless the Trustee and its officers, directors, employees or agents from and against any loss, liability, reasonable expense, damage or injury suffered or sustained by reason of the acceptance of this Trust by the Trustee, the issuance by the Trust of the Certificates or any of the other matters contemplated herein or in any Supplement; PROVIDED, HOWEVER, that the Servicer shall not indemnify the Trustee or its officers, directors, employees or agents for any loss, liability, expense, damage or injury caused by the fraud, negligence or willful misconduct of any of them. The provisions of this indemnity shall run directly to and be enforceable by an 107 113 injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer, the replacement of the Transferor, the resignation or removal of the Owner Trustee, the Indenture Trustee and the Collateral Agent and and/or the termination of the TrustTrust and shall survive the termination of this Agreement.

Servicer Indemnification of the Transferor. THE TRUST AND THE TRUSTEE. Subject to the Trust, the Owner Trustee, the Indenture Trustee and the Collateral Agent. To the fullest extent permitted by applicable lawlimitations on liability set forth in Section 8.3, the Servicer shall indemnify and hold harmless each of the TransferorTransferor and the Trust (each, the Trust, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent), the Collateral Agent and their respective directors, officers, employees and agents an "INDEMNIFIED PARTY") from and against any and all reasonable loss, liability, claim, reasonable expense, damage or injury suffered or sustained by reason of (a) any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration of the Trust by the Owner Trustee, the issuance by the Trust of the Notes, any Servicer Default, or any termination of the rights and obligations of the Servicerinjury, including, but not limited to, 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, suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that the Servicer shall not indemnify the Transferor, the Owner Trustee, the Indenture Trustee, the Collateral Agent or the Noteholders hold harmless an Indemnified Party if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by the Transferorsuch Indemnified Party (or any of such Indemnified Party's officers, the Owner Trusteedirectors, the Indenture Trustee employees or agents) or the Collateral AgentInvestor Certificateholders; provided furtherPROVIDED, FURTHER, that the Servicer shall not indemnify the Transferor, or hold harmless the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners for any losses, liabilities, costs expenses, damages or expenses injuries suffered or sustained by any of the Trust them with respect to any action taken by the Transferor, the Owner Trustee, the Indenture Trustee or the Collateral Agent at the request of the NoteholdersInvestor Certificateholders; provided furtherPROVIDED FURTHER, that the Servicer shall not indemnify the Transferor, or hold harmless the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners as to any losses, claims liabilities, expenses, damages or damages incurred injuries suffered or sustained by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible or losses suffered by the Collateral Certificatesuncollectible; and provided furtherPROVIDED FURTHER, that the Servicer shall not indemnify or hold harmless the Transferor, the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners for any losses, liabilities, costs expenses, damages or expenses of the Transferor, injuries suffered or sustained by the Trust, the Noteholders Investor Certificateholders or the Note Certificate 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 interest, penalties or penalties additions with respect thereto or arising from a failure to comply therewith) required to be paid by the Transferor, the Trust, the Noteholders Investor Certificateholders or the Note Certificate Owners in connection herewith to any taxing authority; and, PROVIDED, FURTHER, that in no event will the Servicer be liable, directly or indirectly, for or in respect of any indebtedness or obligation evidenced or created by any Certificate, recourse as to which shall be limited solely to the assets of the Trust allocated for the payment thereof as provided in this Agreement and any applicable Supplement. Any such indemnification shall not be payable from the assets of the Trust, but the Servicer shall be subrogated to the rights of the Trust Assetswith respect to the foregoing matters if and to the extent that the Servicer shall have indemnified the Trust with respect thereto. The Servicer shall indemnify and hold harmless the Trustee and its officers, directors, employees or agents from and against any loss, liability, reasonable expense, damage or injury suffered or sustained by reason of the acceptance of this Trust by the Trustee, the issuance by the Trust of the Certificates or any of the other matters contemplated herein or in any Supplement; provided, however, that the Servicer shall not indemnify the Trustee or its officers, directors, employees or agents for any loss, liability, expense, damage or injury caused by the fraud, negligence or willful misconduct of any of them. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer, the replacement of the Transferor, the resignation or removal of the Owner Trustee, the Indenture Trustee and the Collateral Agent and and/or the termination of the TrustTrust and shall survive the termination of this Agreement.

Servicer Indemnification of the Transferor. the Trust, the Owner Trustee, the Indenture Trustee Trust and the Collateral AgentTrustee. To Subject to the fullest extent permitted by applicable lawlimitations on liability set forth in Section 8.3, the Servicer shall indemnify and hold harmless each of the Transferor, the Trust, the Owner Trustee (as such and in its individual capacity), the Indenture Trustee and any trustees predecessor thereto the Trust (including the Indenture Trustee in its capacity as Transfer Agent and Note Registrar or as Paying Agent)each, the Collateral Agent and their respective directors, officers, employees and agents an "Indemnified Party") from and against any and all reasonable loss, liability, claim, reasonable expense, damage or injury suffered or sustained by reason of (a) any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement or (b) the administration of the Trust by the Owner Trustee, the issuance by the Trust of the Notes, any Servicer Default, or any termination of the rights and obligations of the Servicerinjury, including, but not limited to, 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, suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement; provided, however, that the Servicer shall not indemnify the Transferor, the Owner Trustee, the Indenture Trustee, the Collateral Agent or the Noteholders hold harmless an Indemnified Party if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, gross negligence, or willful misconduct by such Indemnified Party (or any of such Indemnified Party's officers, directors, employees or agents) or the TransferorInvestor Securityholders; provided, further, that the Servicer shall not indemnify or hold harmless the Trust, the Owner Trustee, the Indenture Trustee Investor Securityholders or the Collateral AgentSecurity Owners for any losses, liabilities, expenses, damages or injuries suffered or sustained by any of them with respect to any action taken by the Trustee at the request of the Investor Securityholders; provided further, that the Servicer shall not indemnify the Transferor, or hold harmless the Trust, the Noteholders Investor Securityholders or the Note Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Transferor, the Owner Trustee, the Indenture Trustee or the Collateral Agent at the request of the Noteholders; provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Noteholders or the Note Security Owners as to any losses, claims liabilities, expenses, damages or damages incurred injuries suffered or sustained by any of them in their capacities as investors, including without limitation losses incurred as a result of Receivables in Defaulted Accounts or Receivables which are written off as uncollectible or losses suffered by the Collateral CertificatesAccounts; and provided further, that the Servicer shall not indemnify or hold harmless the Transferor, the Trust, the Noteholders Investor Securityholders or the Note Security Owners for any losses, liabilities, costs expenses, damages or expenses of the Transferor, injuries suffered or sustained by the Trust, the Noteholders Investor Securityholders or the Note Security 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 interest, penalties or penalties additions with respect thereto or arising from a failure to comply therewith) required to be paid by the Transferor, the Trust, the Noteholders Investor Securityholders or the Note Security Owners in connection herewith to any taxing authority; and, provided, further, that in no event will the Servicer be liable, directly or indirectly, for or in respect of any indebtedness or obligation evidenced or created by any Security, recourse as to which shall be limited solely to the assets of the Trust allocated for the payment thereof as provided in this Agreement and any applicable Supplement. Any such indemnification shall not be payable from the assets of the Trust, but the Servicer shall be subrogated to the rights of the Trust Assetswith respect to the foregoing matters if and to the extent that the Servicer shall have indemnified the Trust with respect thereto. The Servicer shall indemnify and hold harmless the Trustee and its officers, directors, employees or agents from and against any loss, liability, reasonable expense, damage or injury suffered or sustained by reason of the acceptance of this Trust by the Trustee, the issuance by the Trust of the Securities or any of the other matters contemplated herein or in any Supplement; provided, however, that the Servicer shall not indemnify the Trustee or its officers, directors, employees or agents for any loss, liability, expense, damage or injury caused by the fraud, negligence or willful misconduct of any of them. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer, the replacement of the Transferor, the resignation or removal of the Owner Trustee, the Indenture Trustee and the Collateral Agent and and/or the termination of the TrustTrust and shall survive the termination of the Agreement.