Common use of Depositor Indemnification of Issuer and Trustees Clause in Contracts

Depositor Indemnification of Issuer and Trustees. (a) The Depositor will indemnify and hold harmless each of the Issuer, the Owner Trustee, the Indenture Trustee and their respective directors, officers, employees and agents (each, an “Indemnified Person”) from and against any and all loss, liability, claim, expense, damage or injury arising out of (i) the Depositor’s willful misconduct, bad faith or negligence in the performance of its duties under this Agreement, (ii) the acceptance or performance of the trusts and duties contained in this Agreement and in the other Transaction Documents to which the Owner Trustee or the Indenture Trustee, as applicable, is a party; provided, however, that the Depositor will not indemnify any Indemnified Person for: (i) any such loss, liability, claim, expense, damage or injury arising out of the willful misconduct, bad faith or negligence of the Owner Trustee or the Indenture Trustee, as applicable; (ii) any liability, cost or expense of the Issuer with respect to any action taken by the Owner Trustee or the Indenture Trustee, as applicable, at the request of any such Noteholders to the extent that the Owner Trustee or the Indenture Trustee, as applicable, is fully indemnified by such Noteholders with respect to such action; or (iii) any United States federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Issuer or any Noteholder in connection with this Agreement or with the Indenture to any taxing authority. (b) Subject to Section 4.1, any indemnification pursuant to this Section 4.3 will only be payable from (i) the Depositor Interest, to the extent of the excess of the Depositor Amount for any date of determination over the Required Depositor Amount as of such date and (ii) any other assets of the Depositor not pledged to third parties or otherwise encumbered in a manner permitted by the Depositor’s Organizational Documents and will only be made after payment in full of any amounts that the Depositor is obligated to deposit into the Collection Account or the Excess Funding Account pursuant to this Agreement. The Depositor’s obligations under this Section 4.3 survive the termination of this Agreement or the Issuer or the earlier removal or resignation of the Owner Trustee or the Indenture Trustee, as applicable.