Common use of Servicer Indemnification Clause in Contracts

Servicer Indemnification. (a) Servicer shall indemnify and hold harmless Issuer, Owner Trustee and Indenture Trustee, and their respective officers, directors, employees and agents (each, an “Indemnified Person”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of Servicer with respect to activities of Issuer, Indenture Trustee or Owner Trustee pursuant to this Agreement or any other Transaction Document, including 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 Servicer shall not indemnify any such Indemnified Person if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by Indenture Trustee at the direction of the Noteholders given in accordance with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note 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 Issuer, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnifications under this Section 5.04 shall not be payable from the assets of Issuer and shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. Servicer shall also indemnify Indenture Trustee as provided in Section 6.07 of the Indenture.

Servicer Indemnification. (a) The Servicer shall hereby agrees to indemnify and hold harmless Issuer, Owner Trustee the Buyer and Indenture Trustee, and their respective its officers, directors, employees employees, representatives, agents and agents each of their respective Affiliates, successors and assigns (each, an “Indemnified Person”), ) from and against any lossand all damages, liabilityclaims, expenselosses, damage costs, expenses and liabilities (including, without limitation, reasonable and documented attorneys’ fees and expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or injury suffered resulting from or sustained related to (i) any failure by reason the Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or to comply with any Applicable Law, (ii) any breach of the Servicer’s representations, warranties or covenants under any acts Transaction Document or omissions (iii) any claim brought by any Person other than an Indemnified Person arising from the Servicer’s servicing or alleged acts or omissions of Servicer collection activities with respect to activities the Purchased Receivables; provided, however, that in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses or liabilities to the extent (a) a final judgment of Issuera court of competent jurisdiction holds that such amounts resulted from gross negligence or willful misconduct of the Indemnified Person seeking indemnification, Indenture Trustee (b) due to the credit risk of the Account Debtor and for which reimbursement would constitute recourse to the Seller or Owner Trustee the Servicer for uncollectible Receivables, (c) such amounts constitute Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, (d) the same have been fully and finally paid in cash to such Indemnified Person pursuant to any other provision of this Agreement or any other Transaction Document or (e) the same are expressly excluded by any provision of this Agreement or any other Transaction Document, including 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, however that nothing contained in this sentence shall limit the liability of Seller or the Servicer shall not indemnify or limit the recourse of any such Indemnified Person if such acts, omissions to the Seller or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that the Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by Indenture Trustee at the direction of the Noteholders given in accordance with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note 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 amounts otherwise specifically provided to be paid by Issuer, the Noteholders Seller or the Note Owners in connection herewith Servicer hereunder. Subject to Section 4(m) below, any taxing authority. Any such indemnifications under amount due and payable pursuant to this Section 5.04 shall not be payable from the assets of Issuer and section shall be subordinated paid to the Notes. The provisions of this indemnity shall run directly to and be enforceable Buyer’s Account in immediately available funds by an injured party subject to no later than the limitations hereof. Servicer shall also indemnify Indenture Trustee as provided in Section 6.07 of first Weekly Settlement Date following demand therefor by the IndentureBuyer.

Servicer Indemnification. (a) Servicer shall indemnify and hold harmless Issuer, the Certificate Trust, the Certificate Trust Trustee, Owner Trustee and Indenture Trustee, and their respective officers, directors, employees and agents (each, an “"Indemnified Person”"), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of Servicer with respect to activities of the Certificate Trust, Issuer, Indenture Trustee, Certificate Trust Trustee or Owner Trustee pursuant to this Agreement or any other Transaction Document, including 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 Servicer shall not indemnify any such Indemnified Person if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that Servicer shall not indemnify Issuer Issuer, the Certificate Trust or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by Certificate Trust Trustee, at the direction of Holders of the Notes and the Investor Certificates, or by Indenture Trustee at the direction of the Noteholders Noteholders, in either case, given in accordance with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer Issuer, the Certificate Trust or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Servicer shall not indemnify Issuer Issuer, the Certificate Trust or any Noteholder or Note Owner for any liabilities, costs or expenses of the Receivables Trust, Issuer, the Noteholders or the Note 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 Issuer, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnifications under this Section 5.04 shall not be payable from the assets of Issuer or the Certificate Trust and shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. Servicer shall also indemnify Indenture Trustee as provided in Section 6.07 of the Indenture.

Servicer Indemnification. (a) The Servicer shall indemnify and hold harmless Issuerthe Note Trust, the Trust, the Trustee, the Owner Trustee and the Indenture TrusteeTrustee (unless acting as the Servicer), and their respective officers, directors, employees and agents (each, an “"Indemnified Person”"), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of Issuerthe Trust, the Note Trust, the Indenture Trustee, the Trustee or the Owner Trustee pursuant to this Agreement or any other Transaction Document, including 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 any such Indemnified Person if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that the Servicer shall not indemnify Issuer the Note Trust, the Trust or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by the Trustee, at the direction of Holders of the Notes and the Investor Certificates, or by the Indenture Trustee at the direction of the Noteholders Noteholders, in either case, given in accordance with the applicable Transaction Documents; and provided, further, that the Servicer shall not indemnify Issuer the Note Trust, the Trust or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that the Servicer shall not indemnify Issuer the Note Trust, the Trust or any Noteholder or Note Owner for any liabilities, costs or expenses of the IssuerTrust, the Note Trust, the Noteholders or the Note 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 Issuerthe Note Trust, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnifications under this Section 5.04 9 shall not be payable from the assets of Issuer the Note Trust or the Trust and shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and be enforceable by an injured party party, subject to the limitations hereof. The Servicer shall also indemnify the Indenture Trustee as provided in Section 6.07 of the Indenture.

Servicer Indemnification. (a) The Servicer shall indemnify and hold harmless Issuer, Owner Trustee and Indenture Trustee, and their respective officers, directors, employees and agents (each, an “each Indemnified Person”), Party from and against any loss, liability, expense, damage or injury Indemnified Amounts suffered or sustained by reason of any acts breach by the Servicer of its representations and warranties or omissions or alleged acts or omissions of Servicer with respect to activities of Issuerobligations under this Indenture, Indenture Trustee or Owner Trustee pursuant to this Agreement or any other Transaction Document, including 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; providedexcluding, however, that Servicer shall not indemnify any such Indemnified Person if such actsAmounts to the extent resulting from (i) willful miscon- duct, omissions or alleged acts or omissions constitute or are caused by fraudbad faith, gross negligence, or willful misconduct the reckless disregard by such Indemnified Person; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by Indenture Trustee at the direction Party of the Noteholders given in accordance with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured noteshis, her or its obligations and duties, (ii) recourse for exampleuncollectible Issuer Loans, as a result of the performance of the Receivables(iii) lost profits or for consequential, market fluctuations, a shortfall special or failure to make payment under punitive damages or (iv) any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note 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 thereto) or other taxes on or measured by the gross or net income or receipts of such Indemnified Party or (except as otherwise provided in any Supplement) any withholding taxes, in each case to the extent such Indemnified Amounts are incurred by such Indemnified Party arising from out of or as a failure to comply therewith) required to be paid by Issuer, the Noteholders result of this Indenture or the Note Owners security interest conveyed hereunder in connection herewith Pledged Assets or in respect of any Issuer Loan or any Loan Document or the Loan Purchase Agreement. Indemnification pursuant to any taxing authority. Any such indemnifications under this Section 5.04 8.04 shall not be payable from the assets Pledged Assets. The agreement contained in this Section 8.04 shall survive the collection of all Issuer Loans, the payment of all amounts otherwise due hereunder and the satisfaction and discharge of this Indenture. In case any proceeding shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Section 8.04, the Indemnified Party shall promptly notify the Servicer in writing and the Servicer, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be subordinated at the expense of such Indemnified Party unless (i) the Servicer and the Indemnified Party shall have mutually agreed to the Notesretention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Servicer and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The provisions It is understood that the Servicer shall, in connection with any proceeding or related proceedings in the same jurisdiction, not be liable for the reasonable fees and expenses of this indemnity shall run directly to and be enforceable by an injured party subject to more than one separate firm for all such Indemnified Parties. It is further understood that the limitations hereof. Servicer shall also indemnify Indenture Trustee as provided not be liable to any Indemnified Party unless such Indemnified Party promptly notifies the Servicer in Section 6.07 writing of the Indentureits request for indemnification.

Servicer Indemnification. (a) The Servicer shall indemnify and hold harmless Issuerthe Note Trust, the Trust, the Trustee, the Owner Trustee and the Indenture Trustee, and their respective officers, directors, employees and agents (each, an “"Indemnified Person”"), from and against any loss, liability, expense, damage or injury (i) suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of Issuerthe Trust, the Note Trust, the Indenture Trustee, the Trustee or the Owner Trustee pursuant to this Agreement or any other Transaction Document, or (ii) arising from or incurred in connection with the Owner Trustee's administration of the Note Trust and the performance of its duties pursuant to any Transaction Document, including 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 any such Indemnified Person if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that the Servicer shall not indemnify Issuer the Note Trust, the Trust or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by the Trustee, at the direction of Holders of the Notes and the Investor Certificates, or by the Indenture Trustee at the direction of the Noteholders Noteholders, in either case, given in accordance with the applicable Transaction Documents; and provided, further, that the Servicer shall not indemnify Issuer the Note Trust, the Trust or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that the Servicer shall not indemnify Issuer the Note Trust, the Trust or any Noteholder or Note Owner for any liabilities, costs or expenses of the IssuerTrust, the Note Trust, the Noteholders or the Note 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 Issuerthe Note Trust, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnifications under this Section 5.04 9 shall not be payable from the assets of Issuer the Note Trust or the Trust and shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and be enforceable by an injured party party, subject to the limitations hereof. The Servicer shall also indemnify the Indenture Trustee as provided in Section 6.07 of the Indenture.

Servicer Indemnification. (a) Each Servicer shall hereby agrees to indemnify and hold harmless Issuer, Owner Trustee the Administrative Agent and Indenture Trustee, the Buyers and their respective officers, directors, agents, representatives, shareholders, counsel, employees and agents each of their respective Affiliates, successors and assigns (each, an “Indemnified Person”), ) from and against any lossand all damages, liabilityclaims, expenselosses, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of Servicer with respect to activities of Issuercosts, Indenture Trustee or Owner Trustee pursuant to this Agreement or any other Transaction Documentexpenses and liabilities (including, including any judgment, award, settlementwithout limitation, reasonable and documented attorneys’ fees and other costs expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or expenses incurred resulting from or related to (i) any failure by any Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or to comply in all material respects with any Applicable Law in connection with the defense Transaction Documents or any Purchased Receivables, (ii) any breach of any actual Servicer’s (in its capacity as Servicer) representations, warranties or threatened action, proceeding covenants under any Transaction Document or claim(iii) any claim brought by any Person other than an Indemnified Person arising from any Servicer’s servicing or collection activities with respect to the Purchased Receivables; provided, however, that Servicer in all events there shall not indemnify be excluded from the foregoing indemnification any such Indemnified Person if such actsdamages, omissions claims, losses, costs, expenses or alleged acts or omissions constitute or are caused by fraud, negligence, liabilities to the extent resulting solely from (x) the gross negligence or willful misconduct of anthe applicable Indemnified Person and/or any of its Related Indemnified Persons as determined in a final non-appealable judgment by such Indemnified Person; and provideda court of competent jurisdiction, further, that Servicer shall not indemnify Issuer or (y) the failure of an Account Debtor to pay any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken sum due under its Purchased Receivables by Indenture Trustee at the direction reason of the Noteholders given in accordance with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer financial or any Noteholder or Note Owner as to any losses, claims or damages incurred by any credit condition of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note Owners arising under any tax law, such Account Debtor (including, without limitation, the occurrence of an Insolvency Event with respect to the applicable Account Debtor), or (z) any federal, state, local or foreign income or franchise taxes action taken by the Administrative Agent or any other tax imposed on or measured by income (or Buyer without the consent of the Servicer, at any interest or penalties time prior to the Servicer’s removal as Servicer with respect thereto to such Purchased Receivable in accordance with clause (j) of this Section 5 to compromise or arising from a failure settle its claim against the applicable Account Debtor in respect of any such Purchased Receivable. Any amount due and payable pursuant to comply therewith) required to this clause shall be paid by Issuer, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnifications under this Section 5.04 shall not be payable from the assets of Issuer and shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and be enforceable Administrative Agent’s Account in immediately available funds by an injured party subject to no later than the limitations hereof. Servicer shall also indemnify Indenture Trustee as provided in Section 6.07 of first Settlement Date following demand therefor by the IndentureAdministrative Agent.

Servicer Indemnification. (a) Each Servicer shall hereby agrees to indemnify and hold harmless Issuer, Owner Trustee the Administrative Agent and Indenture Trustee, the Buyers and their respective officers, directors, agents, representatives, shareholders, counsel, employees and agents each of their respective Affiliates, successors and assigns (each, an “Indemnified Person”), ) from and against any lossand all damages, liabilityclaims, expenselosses, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of Servicer with respect to activities of Issuercosts, Indenture Trustee or Owner Trustee pursuant to this Agreement or any other Transaction Documentexpenses and liabilities (including, including any judgment, award, settlementwithout limitation, reasonable and documented attorneys’ fees and other costs expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or expenses incurred resulting from or related to (i) any failure by any Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or to comply in all material respects with any Applicable Law in connection with the defense Transaction Documents or any Purchased Receivables, (ii) any breach of any actual Servicer’s (in its capacity as Servicer) representations, warranties or threatened action, proceeding covenants under any Transaction Document or claim(iii) any claim brought by any Person other than an Indemnified Person arising from any Servicer’s servicing or collection activities with respect to the Purchased Receivables; provided, however, that Servicer in all events there shall not indemnify be excluded from the foregoing indemnification any such Indemnified Person if such actsdamages, omissions claims, losses, costs, expenses or alleged acts or omissions constitute or are caused by fraud, negligence, liabilities to the extent resulting solely from (x) the gross negligence or willful misconduct by such Indemnified Person; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by Indenture Trustee at the direction of the Noteholders given in accordance with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner as to any losses, claims or damages incurred by Indemnified Person and/or any of them its Related Indemnified Persons as owners determined in a final non-appealable judgment by a court of secured notescompetent jurisdiction, for example, as a result (y) the failure of an Account Debtor to pay any sum due under its Purchased Receivables by reason of the performance financial or credit condition of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note Owners arising under any tax law, such Account Debtor (including, without limitation, the occurrence of an Insolvency Event with respect to the applicable Account Debtor), or (z) any federal, state, local or foreign income or franchise taxes action taken by the Administrative Agent or any other tax imposed on or measured by income (or Buyer without the consent of the Servicer, at any interest or penalties time prior to the Servicer’s removal as Servicer with respect thereto to such Purchased Receivable in accordance with clause (j) of this Section 5 to compromise or arising from a failure settle its claim against the applicable Account Debtor in respect of any such Purchased Receivable. Any amount due and payable pursuant to comply therewith) required to this clause shall be paid by Issuer, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnifications under this Section 5.04 shall not be payable from the assets of Issuer and shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and be enforceable Administrative Agent’s Account in immediately available funds by an injured party subject to no later than the limitations hereof. Servicer shall also indemnify Indenture Trustee as provided in Section 6.07 of first Settlement Date following demand therefor by the IndentureAdministrative Agent.

Servicer Indemnification. (a) Without limiting any other rights that the Custodian, the Master Custodial Certificateholders and the Enhancement Providers may have hereunder or under applicable law, the Servicer shall indemnify and hold harmless Issuerthe Custodian, Owner Trustee the Master Custodial Cer- tificateholders and Indenture Trustee, and their respective officers, directors, employees and agents (each, an “Indemnified Person”), the Enhancement Providers from and against any loss, liability, expense, damage damage, claim or injury suffered or sustained by reason of any acts or acts, omissions or alleged acts or omissions arising out of Servicer with respect to activities of Issuer, Indenture Trustee the Servicer or Owner Trustee the Custodian pursuant to this Agreement or any other Transaction DocumentSupplement, including includ ing any judgment, award, settlement, reasonable attorneys’ legal fees and disbursements 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 any such Indemnified Person the Custodian if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, gross negligence, breach of fiduciary duty (other than negligent actions) or willful misconduct by such Indemnified Personthe Custodian; and provided, further, provided further that the Servicer shall not indemnify Issuer the Custodian, the Master Custodial Certificateholders or any Noteholder or Note Owner Enhancement Providers for any liabilities, costs cost or expenses expense with respect to any action taken by Indenture Trustee the Custodian at the direction request of the Noteholders given Master Custodial Certificateholders or Enhancement Providers to the extent the Custodian is indemnified by such Master Custodial Certificateholders or Enhancement Providers with respect to such action or (unless otherwise specified in accordance any particular Supplement) with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner as respect to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note Owners arising under any tax law, including, without limitation, any Canadian federal, state, provincial or local or foreign income or franchise sales taxes, goods and services taxes, large corporations or capital 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 therewiththereto) required to be paid or remitted by Issuer, the Noteholders Custodian (in respect of fees payable to it under this Agreement by the Servicer only) or any Master Custodial Certificate holder or the Note Owners Enhancement Providers in connection herewith to any taxing authority. Any such indemnifications indemnifi cation under this Section 5.04 Article VIII shall not be payable from survive the assets of Issuer and shall be subordinated to the Notes. The provisions termination of this indemnity shall run directly to Agreement and be enforceable by an injured party subject to the limitations hereof. Servicer shall also indemnify Indenture Trustee as provided in Section 6.07 resignation or removal of the IndentureServicer.

Servicer Indemnification. (a) The Servicer shall indemnify ------------------------ and hold harmless Issuer, Owner Trustee and Indenture Trustee, and their respective officers, directors, employees and agents (each, an “each Indemnified Person”), Party from and against any loss, liability, expense, damage or injury Indemnified Amounts suffered or sustained by reason of any acts breach by the Servicer of its representations and warranties or omissions obligations under this Agreement, excluding, --------- however, Indemnified Amounts to the extent resulting from (i) willful ------- misconduct, bad faith or alleged acts or omissions gross negligence of Servicer such Indemnified Party (but only with respect to activities of Issuer, Indenture Trustee or Owner Trustee pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense such Indemnified Party) of any actual of his, her or threatened action, proceeding or claim; provided, however, that Servicer shall not indemnify any its obligations and duties on the part of such Indemnified Person if such actsParty, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner (ii) recourse for any liabilities, costs or expenses with respect to any action taken by Indenture Trustee at the direction of the Noteholders given in accordance with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the performance of the uncollectible Receivables, market fluctuations, a shortfall except as provided herein or failure to make payment under (iii) any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note Owners arising under any tax law, including, without limitation, any federal, state, local or foreign overall net income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto thereto) incurred by such Indemnified Party arising out of or arising from as a failure to comply therewith) required to be paid by Issuer, the Noteholders result of this Agreement or the Note Owners interest conveyed hereunder in connection herewith Transferred Assets or in respect of any Receivable or any Contract or the Receivables Purchase Agreement. Indemnification pursuant to any taxing authority. Any such indemnifications under this Section 5.04 shall not be payable from the assets Transferred Assets. The agreements contained in this Section 13.02 shall survive ------------- the collection of Issuer all Receivables, the termination of this Agreement and the payment of all amounts otherwise due hereunder. Any Indemnified Party wishing to be indemnified under this Section ------- 13.02 shall give prompt notice to the Servicer upon becoming aware of any event ----- or circumstance which such Indemnified Party expects to give rise to a claim for indemnification under this Section 13.02 and shall be subordinated permit (to the Notesextent not ------------- disadvantageous or prejudicial to it) the Servicer to participate in (but not control) the defense, settlement or resolution thereof; provided that the failure by any Indemnified Party to so act (other than to give such notice) shall not deprive it of its rights to indemnification under this Section 13.02. The provisions ------------- Failure to give such notice shall not deprive such Indemnified Party of its rights to indemnification under this indemnity shall run directly to Section 13.02, except if and be enforceable by an injured party subject to the limitations hereof. extent ------------- that the Servicer shall also indemnify Indenture Trustee as provided in Section 6.07 of the Indentureis prejudiced thereby.

Servicer Indemnification. (a) The Servicer shall indemnify and hold harmless Issuer, Owner Trustee and Indenture Trustee, and their respective officers, directors, employees and agents (each, an “each Indemnified Person”), Party from and against any loss, liability, expense, damage or injury Indemnified Amounts suffered or sustained by reason of any acts breach by the Servicer of its representations and warranties or omissions or alleged acts or omissions of Servicer with respect to activities of Issuerobligations under this Agreement, Indenture Trustee or Owner Trustee pursuant to this Agreement or any other Transaction Document, including 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; providedexcluding, however, that Servicer shall not indemnify any such Indemnified Person if such actsAmounts to the extent resulting from (i) willful misconduct, omissions or alleged acts or omissions constitute or are caused by fraudbad faith, gross negligence, or willful misconduct the reckless disregard by such Indemnified Person; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by Indenture Trustee at the direction Party of the Noteholders given in accordance with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners his, her or its obligations and duties or breach of secured notesfiduciary duty on the part of such Indemnified Party, (ii) recourse for example, as a result of the performance of the Receivables, market fluctuations, a shortfall uncollectible Receivables or failure to make payment under (iii) any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note 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 thereto) incurred by such Indemnified Party arising out of or arising from as a failure to comply therewith) required to be paid by Issuer, the Noteholders result of this Agreement or the Note Owners interest conveyed hereunder in connection herewith Trust Assets or in respect of any Receivable or any Contract or the Receivables Purchase Agreement. Indemnification pursuant to any taxing authority. Any such indemnifications under this Section 5.04 shall not be payable from the assets Trust Assets. The agreement contained in this Section 8.04 shall survive the collection of Issuer all Receivables, the termination of this Agreement and the payment of all amounts otherwise due hereunder. In case any proceeding shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section the Indemnified Party shall promptly notify the Servicer in writing and the Servicer upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be subordinated at the expense of such Indemnified Party unless (i) the Servicer and the Indemnified Party shall have mutually agreed to the Notesretention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Servicer and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to It is understood that the limitations hereof. Servicer shall also indemnify Indenture Trustee as provided not, in Section 6.07 connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of the Indenturemore than one separate firm for all such Indemnified Parties.

Servicer Indemnification. (a) Servicer shall indemnify and hold harmless Issuer, the Certificate Trust, the Certificate Trust Trustee, Owner Trustee and Indenture TrusteeTrustee (unless acting as Servicer), and their respective officers, directors, employees and agents (each, an “"Indemnified Person”"), from and against any loss, liability, expense, damage or injury (i) suffered or sustained by reason of any acts or omissions or alleged acts or omissions of Servicer with respect to activities of the Certificate Trust, Issuer, Indenture Trustee, Certificate Trust Trustee or Owner Trustee pursuant to this Agreement or any other Transaction Document, or (ii) arising from or incurred in connection with Owner Trustee's administration of Issuer and the performance of its duties pursuant to this Agreement or any other Transaction Document, including 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 Servicer shall not indemnify any such Indemnified Person if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that Servicer shall not indemnify Issuer Issuer, the Certificate Trust or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by Certificate Trust Trustee, at the direction of Holders of the Notes and the Investor Certificates, or by Indenture Trustee at the direction of the Noteholders Noteholders, in either case, given in accordance with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer Issuer, the Certificate Trust or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Servicer shall not indemnify Issuer Issuer, the Certificate Trust or any Noteholder or Note Owner for any liabilities, costs or expenses of the Receivables Trust, Issuer, the Noteholders or the Note 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 Issuer, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnifications under this Section 5.04 shall not be payable from the assets of Issuer or the Certificate Trust and shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. Servicer shall also indemnify Indenture Trustee as provided in Section 6.07 of the Indenture. (a) Servicer shall not be liable under this Section 5.04 for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld.

Servicer Indemnification. (a) Without limiting any other rights which any Servicer Indemnified Party may have under any Loan Document or Applicable Law, the Servicer, shall save, defend, indemnify and hold harmless Issuer(on an after tax basis) the Purchaser, Owner Trustee the Collateral Agent, the Administrative Agent and Indenture Trusteethe Lenders, and their respective successors, transferees, participants and assigns and their respective members, officers, directors, employees employees, representatives and agents (each, an a “Servicer Indemnified PersonParty”), forthwith on demand, from and against any loss, liability, expenseclaim, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of Servicer with respect to activities of Issuer, Indenture Trustee or Owner Trustee pursuant to this Agreement or any other Transaction Document, including any judgment, awardtax, settlementcost, expense (including reasonable attorneys’ fees and other costs and expenses of litigation reasonably incurred), damage or expenses injury imposed on, asserted against, awarded against or suffered or sustained by any Servicer Indemnified Party and arising out of, imposed by reason of, incurred in connection with or attributable to (i)(x) the defense failure by the Servicer to perform its duties as Servicer under this Servicing Agreement, (y) the inaccuracy of any actual representation or threatened actionwarranty made by it as Servicer hereunder (including any Officer’s Certificate delivered by the Servicer, proceeding the Monthly Servicing Report or claimother information, report or certificate) or (z) a Servicer Default, (ii) errors or omissions of the Servicer related to its duties as Servicer, including computational errors made by it in connection with any Monthly Servicing Report, (iii) its activities as Servicer under or in connection with the Loan Documents or the transactions contemplated thereby, (iv) the failure to vest and maintain vested in the Administrative Agent, as against ACG and the Purchaser and their respective creditors, a first priority perfected security interest in, to and under any and all of the Transferred Receivables, free and clear of any Lien, (v) except as expressly permitted under the terms of the Loan Documents, the commingling of the Transferred Receivables (including the income, payments and/or proceeds thereof) at any time with any other assets of ACG or any other Person, or (vi) the failure to pay or to remit any Tax or other governmental fee or charge required to be paid or remitted by it as Servicer under any Loan Document, all interest and penalties thereon or with respect thereto, and all costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which relate to the Transferred Receivables and which have not been timely paid by the Servicer; provided, however, that the Servicer shall not have any obligation to indemnify any such a Servicer Indemnified Person if such acts, omissions or alleged Party to the extent that acts or omissions constitute or are caused by of fraud, negligence, or willful misconduct or gross negligence by such Servicer Indemnified Person; and providedParty caused such loss, furtherliability, that claim, judgment, tax, cost, expense, damage or injury imposed on, asserted against, awarded against or suffered or sustained by such Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by Indenture Trustee at the direction of the Noteholders given in accordance with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note 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 Issuer, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnifications under this Section 5.04 shall not be payable from the assets of Issuer and shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. Servicer shall also indemnify Indenture Trustee as provided in Section 6.07 of the IndentureIndemnified Party.

Servicer Indemnification. (a) Each Servicer shall hereby agrees to indemnify and hold harmless Issuerthe Administrative Agent, Owner Trustee the Buyers, the Platform Administrator and Indenture Trustee, any Platform Provider and their respective officers, directors, agents, representatives, shareholders, counsel, employees and agents each of their respective Affiliates, successors and assigns (each, an “Indemnified Person”), ) from and against any lossand all damages, liabilityclaims, expenselosses, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of Servicer with respect to activities of Issuercosts, Indenture Trustee or Owner Trustee pursuant to this Agreement or any other Transaction Documentexpenses and liabilities (including, including any judgment, award, settlementwithout limitation, reasonable and documented attorneys’ fees and other costs expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or expenses incurred resulting from or related to (i) any failure by any Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or to comply in all material respects with any Applicable Law in connection with the defense Transaction Documents or any Purchased Receivables, (ii) any breach of any actual Servicer’s (in its capacity as Servicer) representations, warranties or threatened action, proceeding covenants under any Transaction Document or claim(iii) any claim brought by any Person other than an Indemnified Person arising from any Servicer’s servicing or collection activities with respect to the Purchased Receivables; provided, however, that Servicer in all events there shall not indemnify be excluded from the foregoing indemnification any such Indemnified Person if such actsdamages, omissions claims, losses, costs, expenses or alleged acts or omissions constitute or are caused by fraud, negligence, liabilities to the extent resulting solely from (x) the gross negligence or willful misconduct by such Indemnified Person; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by Indenture Trustee at the direction of the Noteholders given in accordance with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner as to any losses, claims or damages incurred by Indemnified Person and/or any of them its Related Indemnified Persons as owners determined in a final non-appealable judgment by a court of secured notescompetent jurisdiction, for example, as a result (y) the failure of an Account Debtor to pay any sum due under its Purchased Receivables by reason of the performance financial or credit condition of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note Owners arising under any tax law, such Account Debtor (including, without limitation, the occurrence of an Insolvency Event with respect to the applicable Account Debtor), or (z) any federal, state, local or foreign income or franchise taxes action taken by the Administrative Agent or any other tax imposed on or measured by income (or Buyer without the consent of the Servicer, at any interest or penalties time prior to the Servicer’s removal as Servicer with respect thereto to such Purchased Receivable in accordance with clause (j) of this Section 5 to compromise or arising from a failure settle its claim against the applicable Account Debtor in respect of any such Purchased Receivable. Any amount due and payable pursuant to comply therewith) required to this clause shall be paid by Issuer, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnifications under this Section 5.04 shall not be payable from the assets of Issuer and shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and be enforceable Administrative Agent’s Account in immediately available funds by an injured party subject to no later than the limitations hereof. Servicer shall also indemnify Indenture Trustee as provided in Section 6.07 of first Settlement Date following demand therefor by the IndentureAdministrative Agent.

Servicer Indemnification. (a) Each Servicer shall hereby agrees to indemnify and hold harmless Issuer, Owner Trustee the Administrative Agent and Indenture Trustee, the Buyers and their respective officers, directors, agents, representatives, shareholders, counsel, employees and agents each of their respective Affiliates, successors and assigns (each, an “Indemnified Person”), ) from and against any lossand all damages, liabilityclaims, expenselosses, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of Servicer with respect to activities of Issuercosts, Indenture Trustee or Owner Trustee pursuant to this Agreement or any other Transaction Documentexpenses and liabilities (including, including any judgment, award, settlementwithout limitation, reasonable and documented attorneys’ fees and other costs expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or expenses incurred resulting from or related to (i) any failure by any Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or to comply in all material respects with any Applicable Law in connection with the defense Transaction Documents or any Purchased Receivables, (ii) any breach of any actual Servicer’s (in its capacity as Servicer) representations, warranties or threatened action, proceeding covenants under any Transaction Document or claim(iii) any claim brought by any Person other than an Indemnified Person arising from any Servicer’s servicing or collection activities with respect to the Purchased Receivables; provided, however, that Servicer in all events there shall not indemnify be excluded from the foregoing indemnification any such Indemnified Person if such actsdamages, omissions claims, losses, costs, expenses or alleged acts or omissions constitute or are caused by fraud, negligence, liabilities to the extent resulting solely from (x) the gross negligence or willful misconduct of an Indemnified Person as determined in a final non-appealable judgment by such Indemnified Person; and provideda court of competent jurisdiction, further, that Servicer shall not indemnify Issuer or (y) the failure of an Account Debtor to pay any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken sum due under its Purchased Receivables by Indenture Trustee at the direction reason of the Noteholders given in accordance with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer financial or any Noteholder or Note Owner as to any losses, claims or damages incurred by any credit condition of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note Owners arising under any tax law, such Account Debtor (including, without limitation, the occurrence of an Insolvency Event with respect to the applicable Account Debtor), or (z) any federal, state, local or foreign income or franchise taxes action taken by the Administrative Agent or any other tax imposed on or measured by income (or Buyer without the consent of the Servicer, at any interest or penalties time prior to the Servicer’s removal as Servicer with respect thereto to such Purchased Receivable in accordance with clause (j) of this Section 5 to compromise or arising from a failure settle its claim against the applicable Account Debtor in respect of any such Purchased Receivable. Any amount due and payable pursuant to comply therewith) required to this clause shall be paid by Issuer, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnifications under this Section 5.04 shall not be payable from the assets of Issuer and shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and be enforceable Administrative Agent’s Account in immediately available funds by an injured party subject to no later than the limitations hereof. Servicer shall also indemnify Indenture Trustee as provided in Section 6.07 of first Settlement Date following demand therefor by the IndentureAdministrative Agent.

Servicer Indemnification. (a) The Servicer shall hereby agrees to indemnify and hold harmless Issuer, Owner Trustee the Buyer and Indenture Trustee, and their respective its officers, directors, employees employees, representatives, agents and agents each of their respective Affiliates, successors and assigns (each, an “Indemnified Person”), ) from and against any lossand all damages, liabilityclaims, expenselosses, damage costs, expenses and liabilities (including, without limitation, reasonable and documented attorneys’ fees and expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or injury suffered resulting from or sustained related to (i) any failure by reason the Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or to comply with any Applicable Law, (ii) any breach of the Servicer’s representations, warranties or covenants under any acts Transaction Document or omissions (iii) any claim brought by any Person other than an Indemnified Person arising from the Servicer’s servicing or alleged acts or omissions of Servicer collection activities with respect to activities the Purchased Receivables; provided, however, that in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses or liabilities to the extent (a) a final judgment of Issuera court of competent jurisdiction holds that such amounts resulted from gross negligence or willful misconduct of the Indemnified Person seeking indemnification, Indenture Trustee (b) due to the credit risk of the Account Debtor and for which reimbursement would constitute recourse to the Seller or Owner Trustee the Servicer for uncollectible Receivables, (c) such amounts constitute Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, (d) the same have been fully and finally paid in cash to such Indemnified Person pursuant to any other provision of this Agreement or any other Transaction Document or (e) the same are expressly excluded by any provision of this Agreement or any other Transaction Document, including 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, however that nothing contained in this sentence shall limit the liability of Seller or the Servicer shall not indemnify or limit the recourse of any such Indemnified Person if such acts, omissions to the Seller or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that the Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by Indenture Trustee at the direction of the Noteholders given in accordance with the applicable Transaction Documents; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Servicer shall not indemnify Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses of the Issuer, the Noteholders or the Note 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 amounts otherwise specifically provided to be paid by Issuer, the Noteholders Seller or the Note Owners in connection herewith Servicer hereunder. Subject to Section 4(l) below, any taxing authority. Any such indemnifications under amount due and payable pursuant to this Section 5.04 shall not be payable from the assets of Issuer and section shall be subordinated paid to the Notes. The provisions of this indemnity shall run directly to and be enforceable Buyer’s Account in immediately available funds by an injured party subject to no later than the limitations hereof. Servicer shall also indemnify Indenture Trustee as provided in Section 6.07 of first Weekly Settlement Date following demand therefor by the IndentureBuyer.