Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trust from and against any reasonable 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 the Trust pursuant to this Agreement and, with respect to the Trustee, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by the Trustee in connection with the transactions contemplated herein and/or the Trustee's administration of the Trust, 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 Trustee for any -------- ------- acts, omissions or alleged acts or omissions which constitute or are caused by fraud, negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Trust, the -------- ------- Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust 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 Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred 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; and provided further, that the Servicer shall not indemnify the -------- ------- Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the 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 Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority (except to the extent that such liabilities, taxes or expenses arose as a result of the breach by...
Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Transferor, the Trust and the Trustee, its officers, directors, employees and agents, from and against any reasonable 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 the Transferor, the Trust or the Trustee pursuant to this Agreement or any Supplement or other Transaction Documents, 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 Trustee if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust 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, the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred 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; and provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Transferor, the Trust, the Investor Certificateholders or the 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 Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority. Any such indemnification shall not be payable from the assets of the Trust and shall be subordinated to all obligations of the Servicer under the Transaction Documents. The provisions of this indemnity shall run directly to and be enforceable by an injured pa...
Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Transferors (in the case of clause (a)) and the Trust and the Trustee from and against any loss, liability, expense, damage or injury arising out of or relating to any claims, actions or proceedings brought or asserted by third parties which are 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 by the Trustee of the Trust (in the case of clause (a) or (b), other than such as shall arise from the negligence or willful misconduct of the Trustee or the Transferors, as applicable, or as may arise as a result of action taken by the Trustee at the request of the Investor Certificateholder or any federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Trustee or the Investor Certificateholder in connection herewith to any taxing authority), including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim. Indemnification pursuant to this Section shall not be payable from the Trust Assets, but shall be payable only from the assets of the Servicer. The provisions of this Section 8.04 shall survive termination of this Agreement and the resignation and removal of the Trustee.
Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust and the Trustee from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim. Indemnification pursuant to this Section shall not be payable from the Trust Assets.
Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust and the Trustee (including the Trustee in its capacity as Transfer Agent and Registrar or as Paying Agent) and its directors, officers, employees and agents from and against any loss, liability, 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 by the Trustee of the Trust (in the case of clause (a) or (b), other than any such loss, liability, expense, damage, or injury as may arise from the negligence or wilful misconduct of the Trustee), including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim. Indemnification pursuant to this Section shall not be payable from the Trust Assets. The Servicer's obligations under this Section 8.4 shall survive the termination of this Agreement or the Trust or the earlier removal or resignation of the Trustee. Section 8.5
Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trustee and its directors, officers, employees, and agents against any loss, liability or expense incurred by it in connection with the administration of the Trust and the performance of its duties under this Agreement and any Supplement, including those arising from acts of omissions of the Servicer pursuant to this Agreement, and including but not limited to any judgement, award, settlement reasonable attorney's 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 Trustee or its directors, officers, employees or agents if such acts, omission or alleged acts or omissions constitute fraud, negligence or willful misconduct by the Trustee. Indemnification pursuant to this Section shall not be payable from the Trust Assets.
Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust and the Trustee from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim. Indemnification pursuant to this Section is solely the obligation of the Servicer and shall not be payable from the Trust Assets. The Servicer shall not be entitled to reimbursement from the Trust Assets for payments made pursuant to this Section.
Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust and the Trustee from and against any loss, liability, 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 by the Trustee of the Trust (in the case of clause (a) or (b), other than such as may arise from the negligence or wilful misconduct of the Trustee), including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim. Indemnification pursuant to this Section shall not be payable from the Trust Assets.
Servicer Indemnification of the Trust and the Trustee. The Servicer hereby agrees to indemnify defend and hold harmless each Indemnified Party from and against Indemnified Amounts of whatever kind or nature, regardless of their merit, awarded against or incurred by any of them (excluding however (a) Indemnified Amounts to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party, (b) recourse (except as otherwise specifically provided in any Transaction Document) for uncollectible Receivables, (c) any federal, state, foreign or local income or franchise taxes or any other tax imposed on or measured by income (or any interest, penalty, or addition to tax with respect thereto or arising from a failure to comply therewith) (except as otherwise specifically provided in any Transaction Document)) arising out of directly or indirectly, relating to or resulting from: reliance on any representation, warranty or covenant made or statement made or deemed made by the Servicer (or any of its Responsible Officers) under or in connection with any Transaction Document which shall have been incorrect when made or deemed made or which the Servicer shall have failed to perform; the failure by the Servicer to comply with any Transaction Document or any applicable Requirement of Law with respect to any Receivable, Account or related Charge Account Agreement; any failure by the Servicer to perform its duties or obligation in accordance with the provisions of any Transaction Document, including any failure to so perform in connection with servicing, administering or collecting any Receivable or Account; any commingling of Collections at any time with other funds (except as provided in the Intercreditor Agreement); or any Transaction Documents or the activities of the Trustee in connection herewith or therewith. Any Indemnified Amounts due hereunder shall be payable within fifteen (15) Business Days of submission of a claim by the Indemnified Party which describes in reasonable detail the basis for such claim. The rights of the Indemnified Parties under this Section 8.4 shall survive the collection of all Receivables, the termination of the Trust, the payment of all amounts otherwise due hereunder, the discharge of this Agreement and the resignation or removal of the Trustee.
Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust and the Trustee (including the Trustee in its capacity as Transfer Agent and Registrar or as Paying Agent) and its directors, officers, employees, partners, members or managers and agents from and against any loss, liability, 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 by the Trustee of the Trust or otherwise incurred in connection with the transactions contemplated hereby or by any supplement hereto (in the case of clause (a) or (b), other than such as may arise from the negligence or wilful misconduct of the Trustee), including any judgment, award, settlement, reasonable and actual attorneys' fees and expenses and other costs or expenses incurred in connection with the defense of any action, proceeding or claim. Indemnification pursuant to this Section shall not be payable from the Trust Assets. The Servicer's obligations under this Section 8.04 shall survive the termination of this Agreement or the Trust or the earlier removal or resignation of the Trustee.
