Common use of Indemnification by Servicer Clause in Contracts

Indemnification by Servicer. The initial Servicer agrees to indemnify, defend and hold harmless the Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as such, in its individual capacity and in its capacity as Successor Servicer) and any Successor Servicer (as such and in its individual capacity) and each of their officers, directors, employees and agents for and from and against any and all claims, losses, penalties, fines, forfeitures, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees and related costs and any other reasonable costs, fees and expenses that such Person may sustain as a result of the Servicer’s fraud or the failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from gross negligence, willful misconduct or fraud by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereof. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loans.

Indemnification by Servicer. The initial Servicer agrees to indemnify, defend and hold harmless the Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as such, in its individual capacity and in its capacity as Successor Servicer) and any Successor Servicer (as such and in its individual capacity) and each of their officers, directors, employees and agents for and from and against any and all claims, losses, penalties, fines, forfeitures, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable documented and out-of-pocket legal fees and related costs and any other reasonable costs, fees and expenses that such Person may sustain (including the reasonable costs and expenses of enforcing the indemnity against the Servicer) as a result of the Servicer’s fraud or the failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from gross negligence, willful misconduct or fraud by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereof. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim; provided that any settlement of a claim shall include an unconditional release of the indemnified Person from all liability respecting such claim and shall not include any statement as to, or an admission of fault, culpability or a failure to act on behalf of the indemnified party without the indemnified party’s consent. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loans.

Indemnification by Servicer. The initial Servicer agrees to indemnify, defend and hold harmless the Indenture Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as such, such and in its individual capacity and in its capacity as Successor Servicer) and any Successor Servicer capacity), each Swap Counterparty (as such and in its individual capacity) and each of their officers, directors, employees Noteholder and agents for and Certificateholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees and related costs costs, judgments, and any other reasonable costs, fees and expenses that such Person may sustain as a result of the Servicer’s fraud or the material failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from (a) the gross negligence, willful misconduct or fraud by the Person claiming indemnificationindemnification or (b) an Obligor’s financial difficulty. Any Person seeking indemnification hereunder The Servicer shall promptly immediately notify the Servicer Indenture Trustee and the Owner Trustee if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure is made by any party with respect to provide such notice shall not relieve this Agreement, and the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereof. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If The Servicer, for so long as ACAS is Servicer, and thereafter, ACAS further agrees to indemnify and hold harmless the consent Issuer and each person, if any, who controls the Issuer within the meaning of either the Securities Act or the Exchange Act from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, to which the Issuer or such controlling person may become subject, under the Securities Act or Exchange Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any regulatory action or litigation (whether initiated by the United States federal government, any of the indemnified party required governments of the states or any agency or instrumentality of the foregoing, or a private individual or group of individuals, or any combination of the foregoing) brought against Ace Cash Express, Inc., a Delaware corporation (“Ace”) or any affiliate of Ace, and shall reimburse the Issuer and such controlling person for any legal and other expenses reasonably incurred by the Issuer or such controlling person in the immediately preceding sentence is unreasonably withheldinvestigating or defending or preparing to defend against any such loss, claim, damage, liability or action; provided, however, that the Servicer shall be relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder liable in any such case to the extent that any such indemnification constitutes recourse for uncollectible loss, claim, damage, liability or uncollected Loansaction arises solely out of the gross negligence or willful misconduct by the Issuer or such controlling person.

Indemnification by Servicer. The initial Servicer agrees to indemnify, defend and hold harmless the Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as such, in its individual capacity and in its capacity as Successor Servicer) and any Successor Servicer (as such and in its individual capacity) and each of their officers, directors, employees and agents for and Securityholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees and related costs and any other reasonable costs, fees and expenses that such Person may sustain as a result of the Servicer’s fraud or the failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from the gross negligence, willful misconduct or fraud by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereof. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be is relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loans.

Indemnification by Servicer. The initial Servicer agrees to indemnify, defend and hold harmless the Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as such, in its individual capacity and in its capacity as Successor Servicer) and any Successor Servicer (as such and in its individual capacity) and each of their officers, directors, employees and agents for and Securityholder from and against any and all claims, losses, penalties, fines, forfeitures, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees and related costs and any other reasonable costs, fees and expenses that such Person may sustain as a result of the Servicer’s fraud or the failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from gross negligence, willful misconduct or fraud by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereof. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loans.

Indemnification by Servicer. The initial Servicer agrees to indemnify, defend shall --------------------------- indemnify and hold harmless the Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as such, in its individual capacity and in its capacity as Successor Servicer) and any Successor Servicer (as such and in its individual capacity) and each of their officers, directors, employees and agents for and Indemnified Party from and against any and all claimsloss, lossesliability, penaltiesexpense, finesdamage or injury suffered or sustained by reason of willful misfeasance, forfeituresbad faith, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees and related costs and any other reasonable costs, fees and expenses that such Person may sustain as a result negligence in the performance of the Servicer’s fraud or the failure duties of the Servicer or by reason of reckless disregard of obligations and duties of the Servicer hereunder or under the Master Pooling and Servicing Agreement or by reason of any acts, omissions or alleged acts or omissions of the Servicer pursuant to perform its duties this Agreement or the Master Pooling and service Servicing Agreement; provided, however, that the Loans in compliance in all material respects Servicer shall not indemnify any such Indemnified -------- ------- Party for any such loss, liability, expense, damage or injury suffered or sustained by reason of any action taken or omitted at the written request of such Indemnified Party; and provided, further, that the Servicer shall not -------- ------- indemnify any such Indemnified Party for any such loss, liability, expense, damage or injury incurred with the terms of this Agreementrespect to any action taken by such Indemnified Party constituting fraud, except to the extent arising from gross negligence, breach of fiduciary duty or willful misconduct misconduct, with respect to the uncollectibility of the Receivables or fraud with respect to any federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if any such Person receives a complaint, claim, compulsory process or other notice of Indemnified Party in connection herewith to any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereoftaxing authority. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement liable for acts or omissions of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be relieved of its indemnification obligations hereunder with respect to such PersonSuccessor Servicer. The parties agree that the provisions of this Section 12.01 indemnity shall not run directly to and be interpreted to provide recourse enforceable by an injured party subject to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loanslimitations hereof.

Indemnification by Servicer. The initial Servicer agrees to indemnify, defend and hold harmless the Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity)Lockbox Bank, the Backup Servicer (as suchServicer, in its individual capacity and in its capacity as Successor Servicer) and Securities Intermediary, the Custodian, any Successor Servicer (as such and in its individual capacity) and each Noteholder, and each officer, director, employee, representative and agent of their officerssuch Persons, directors, employees and agents for and from and against any and all claims, losses, penalties, fines, forfeitures, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees and related costs and any other reasonable costs, fees and expenses (including the fees and expenses of enforcing the Servicer’s indemnification and contractual obligation hereunder) that such Person may sustain actually sustains as a result of the Servicer’s fraud or the failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from gross negligence, willful misconduct or fraud by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereof. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loans.

Indemnification by Servicer. The initial Servicer agrees to indemnify, defend and hold harmless the Indenture Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as such, in its individual capacity and in its capacity as Successor Servicer) and any Successor Servicer (as such and in its individual capacity) and each of their officers, directors, employees and agents for and Securityholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees and related costs and any other reasonable costs, fees and expenses that such Person may sustain as a result of the Servicer’s fraud or the failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from the gross negligence, willful misconduct or fraud by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereof. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be is relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loans.

Indemnification by Servicer. The initial Servicer agrees to indemnify, defend and hold harmless the Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as such, in its individual capacity and in its capacity as Successor Servicer) and any Successor Servicer (as such and in its individual capacity) Client and each of its affiliates, and their respective officers, directors, managers, attorneys, partners, employees and agents for and assignees (each of the foregoing is referred to as a “Client Indemnified Person”) harmless from and against any and all claimsliability, losses, penalties, fines, forfeitures, judgments (provided that any indemnification for damages is limited to actual damages, not consequentialcosts, special or punitive damages)penalties and expenses (including without limitation, reasonable legal fees attorneys’ fees) (collectively “Losses”) arising out of or relating to (i) any and related costs and all claims or complaints of any other reasonable costs, fees and expenses that such Person may sustain as a result person or entity with respect to any of the methods, procedures, devices or communications employed or made by Servicer relating to the servicing of the Receivables, (ii) Servicer’s fraud or the failure to comply with any applicable Requirements of Law in relation to servicing of the Receivables, (iii) negligent or willful misconduct by Servicer to perform or its duties and service the Loans agents (or their respective employees) in compliance in all material respects connection with the servicing of the Receivables, and (iv) Servicer’s failure to comply with any of the terms and conditions of this Agreement. Client and Servicer shall each promptly provide the other with written notice of any claim, suit or action which may give rise to a right of indemnification for a Client Indemnified Person. The failure of Client to give prompt notice shall not relieve Servicer of its obligations to indemnify hereunder except to the extent arising from gross negligenceServicer is prejudiced by such failure. If any such claim, willful misconduct suit or fraud action of any kind is commenced against a Client Indemnified Person, Servicer will assume at Servicer’s expense the defense (with counsel selected by Servicer and reasonably acceptable to a Client Indemnified Person) of such claim, suit or action and Servicer shall be liable for the reasonable costs and expenses thereof, including, without limitation, attorney’s fees and disbursements. Notwithstanding the previous sentence, Servicer, as the indemnifying party, may settle any such claim, suit or action provided that (a) Servicer has consulted with the Client Indemnified Person, (b) the settlement does not otherwise adversely affect the rights of such Client Indemnified Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify and (c) the Servicer if such Client Indemnified Person receives a complaint, full and unconditional release from such claim, compulsory process suit or other notice of any loss, action reasonably satisfactory to such Client Indemnified Person. In the event that Servicer fails to assume the defense then each Client Indemnified Person may retain its own counsel and defend such claim, damage suit or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the action at Servicer’s cost and expense. Servicer of will cooperate fully with each Client Indemnified Person and its indemnification obligations hereunder unless the Servicer is deprived of material substantive counsel in any claim, suit or procedural rights or defenses as a result thereof. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loansaction.

Indemnification by Servicer. The initial Servicer agrees to indemnify, defend and hold harmless the Indenture Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as such, such and in its individual capacity and in its capacity as Successor Servicer) and any Successor Servicer capacity), each Swap Counterparty (as such and in its individual capacity) and each of their officers, directors, employees Noteholder and agents for and Certificateholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees and related costs costs, judgments, and any other reasonable costs, fees and expenses that such Person may sustain as a result of the Servicer’s fraud or the material failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from (a) the gross negligence, willful misconduct or fraud by the Person claiming indemnificationindemnification or (b) an Obligor's financial difficulty. Any Person seeking indemnification hereunder The Servicer shall promptly immediately notify the Servicer Indenture Trustee and the Owner Trustee if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure is made by any party with respect to provide such notice shall not relieve this Agreement, and the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereof. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If The Servicer, for so long as ACAS is Servicer, and thereafter, ACAS further agrees to indemnify and hold harmless the consent Issuer and each person, if any, who controls the Issuer within the meaning of either the Securities Act or the Exchange Act from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, to which the Issuer or such controlling person may become subject, under the Securities Act or Exchange Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any regulatory action or litigation (whether initiated by the United States federal government, any of the indemnified party required governments of the states or any agency or instrumentality of the foregoing, or a private individual or group of individuals, or any combination of the foregoing) brought against Ace Cash Express, Inc., a Delaware corporation ("Ace") or any affiliate of Ace, and shall reimburse the Issuer and such controlling person for any legal and other expenses reasonably incurred by the Issuer or such controlling person in the immediately preceding sentence is unreasonably withheldinvestigating or defending or preparing to defend against any such loss, claim, damage, liability or action; provided, however, that the Servicer shall be relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder liable in any such case to the extent that any such indemnification constitutes recourse for uncollectible loss, claim, damage, liability or uncollected Loansaction arises solely out of the gross negligence or willful misconduct by the Issuer or such controlling person.

Indemnification by Servicer. The initial Servicer agrees to indemnify, defend and hold harmless the Trustee (as such and in its individual capacity), the Lockbox Bank (as such and in its individual capacity), the Securities Intermediary (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as such, in its individual capacity and in its capacity as Successor Servicer) and any Successor Servicer (as such and in its individual capacity) and each of their officers, directors, employees and agents and each Securityholder for and from and against any and all claims, losses, penalties, fines, forfeitures, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable documented and out-of-pocket legal fees and related costs and any other reasonable costs, fees and expenses (including the fees and expenses of enforcing the Servicer’s indemnification and contractual obligations hereunder) that such Person may sustain as a result of the Servicer’s fraud or the failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from gross negligence, willful misconduct or fraud by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereof. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loans.

Indemnification by Servicer. The initial Servicer agrees to indemnify, defend shall indemnify and hold harmless the Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity)Owner, the Owner Trustee (as such and in its individual capacity)Trustee, the Backup Servicer (as suchCertificate Trustee, in its individual capacity the Administrator, each Certificateholder, and in its capacity as Successor Servicer) their respective present and any Successor Servicer (as such and in its individual capacity) and each of their former directors, officers, directors, employees and agents for and from and harmless against any and all claims, losses, damages, penalties, fines, forfeitures, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable and necessary legal fees and related costs costs, judgments, and any other reasonable costs, fees and expenses that such Person parties may sustain as a result of the Servicer’s fraud or in any way (i) related to the failure of the Servicer to observe and perform any or all of its duties and service the Loans duties, obligations or agreements contained in compliance in all material respects with the terms of this Agreement, except or to service the extent Mortgage Loans or REO Properties in compliance with all the applicable requirements contained in this Agreement, (ii) resulting from a breach of any of the representations, warranties or covenants contained in this Agreement or (iii) arising from gross out of or based upon the negligence, bad faith or willful misconduct or fraud by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify of the Servicer if such Person receives a complaint, claim, compulsory process in connection with its observance or other notice performance of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer all of its indemnification duties, obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereofagreements contained in this Agreement. The Servicer immediately shall notify the Owner and the Administrator if a claim is made by a third party with respect to this Agreement, any Mortgage Loans or any REO Properties, and shall assume (with the prior written consent of the indemnified partyOwner, such consent not the Administrator, the Owner Trustee or the Certificate Trustee, in each case with respect to be unreasonably withhelditself only) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the indemnified party Owner in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability follow any written instructions received from the Owner or the Administrator in connection with such claim. The Owner promptly shall reimburse the Servicer for making indemnification hereunder all amounts advanced by it pursuant to this paragraph, or the extent failure of the Servicer to service and administer any such indemnification constitutes recourse for uncollectible Mortgage Loans or uncollected LoansREO Properties in strict compliance with the terms of this Agreement and applicable law.

Indemnification by Servicer. The initial Servicer agrees to indemnify, defend and hold harmless the Trustee (as such and in its individual capacity), the Custodian Lockbox Bank, the Backup Servicer (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity)Securities Intermediary, the Backup Servicer (as suchCustodian, in its individual capacity and in its capacity as Successor Servicer) and any Successor Servicer (as such and in its individual capacity) and each Noteholder, and each officer, director, employee, representative and agent of their officerssuch Persons, directors, employees and agents for and from and against any and all claims, losses, penalties, fines, forfeitures, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees and related costs and any other reasonable costs, fees and expenses (including the fees and expenses of enforcing the Servicer’s indemnification and contractual obligation hereunder) that such Person may sustain actually sustains as a result of the Servicer’s fraud or the failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from gross negligence, willful misconduct or fraud by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereof. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section ‎Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loans.

Indemnification by Servicer. The initial Servicer agrees to shall pay, indemnify, defend defend, and hold the Indemnified Persons harmless (to the Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as such, in its individual capacity and in its capacity as Successor Servicerfullest extent permitted by law) and any Successor Servicer (as such and in its individual capacity) and each of their officers, directors, employees and agents for and from and against any and all claims, lossesdemands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, fines, forfeitures, judgments (provided that any indemnification for damages is limited to actual and damages, not consequentialand all reasonable fees and disbursements of attorneys, special experts, or punitive damagesconsultants and all other reasonable costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), reasonable legal fees and related costs and at any other reasonable coststime asserted against, fees and expenses that such Person may sustain imposed upon, or incurred by any of them in connection with or as a result of the Servicer’s fraud or related to the failure of the Servicer to perform any of its duties and service obligations under this Agreement or any other Loan Document, any breach of any representation or warranty made by Servicer to any Indemnified Person in connection herewith that results to be untrue or misleading, performing any obligation on behalf of Servicer, or any violation or claimed violation by Servicer (or by others acting on behalf of or at the Loans in compliance in all material respects with the terms direction of this AgreementServicer) of any applicable law. WITHOUT LIMITATION, except THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON. The foregoing to the extent arising from gross negligencecontrary notwithstanding, willful misconduct or fraud by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereof. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder obligation to any Indemnified Person under this Section 12.4 that a court of competent jurisdiction finally determines to have resulted from the extent gross negligence or willful misconduct of such Indemnified Person or its officers, directors, employees, attorneys, or agents. This provision shall survive the termination of this Agreement and the repayment in full of the Obligations. Any amounts due under this Section 12.4 may not be paid from the Collateral or any such indemnification constitutes recourse for uncollectible or uncollected Loansproceeds of the foregoing.

Indemnification by Servicer. The initial Servicer agrees to indemnify, defend shall indemnify and hold harmless the Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as such, in its individual capacity and in its capacity as Successor Servicer) and any Successor Servicer (as such and in its individual capacity) and each of their officers, directors, employees and agents for and Indemnified Party from and against any and all claimsloss, lossesliability, penaltiesexpense, finesdamage or injury suffered or sustained by reason of willful misfeasance, forfeituresbad faith, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees and related costs and any other reasonable costs, fees and expenses that such Person may sustain as a result negligence in the performance of the Servicer’s fraud or the failure duties of the Servicer or by reason of reckless disregard of obligations and duties of the Servicer hereunder or under the Master Pooling and Servicing Agreement or by reason of any acts, omissions or alleged acts or omissions of the Servicer pursuant to perform its duties this Agreement or the Master Pooling and service Servicing Agreement; provided, however, that the Loans in compliance in all material respects Servicer shall not indemnify any such Indemnified Party for any such loss, liability, expense, damage or injury suffered or sustained by reason of any action taken or omitted at the written request of such Indemnified Party; and provided, further, that the Servicer shall not indemnify any such Indemnified Party for any such loss, liability, expense, damage or injury incurred with the terms of this Agreementrespect to any action taken by such Indemnified Party constituting fraud, except to the extent arising from gross negligence, breach of fiduciary duty or willful misconduct misconduct, with respect to the uncollectibility of the Receivables or fraud with respect to any federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if any such Person receives a complaint, claim, compulsory process or other notice of Indemnified Party in connection herewith to any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereoftaxing authority. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement liable for acts or omissions of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be relieved of its indemnification obligations hereunder with respect to such PersonSuccessor Servicer. The parties agree that the provisions of this Section 12.01 indemnity shall not run directly to and be interpreted to provide recourse enforceable by an injured party subject to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loanslimitations hereof.

Indemnification by Servicer. The initial Servicer agrees to indemnify, defend and hold harmless the Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as such, such and in its individual capacity and in its capacity as Successor Servicer) and any capacity), a Successor Servicer (as such and in its individual capacity) and each of their officers, directors, employees and agents for and Securityholder harmless from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees and related costs and any other reasonable costs, fees and expenses that such Person may sustain as a result of the Servicer’s fraud or the failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from the gross negligence, willful misconduct or fraud by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereof. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be is relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loans.

Indemnification by Servicer. The initial Servicer agrees to indemnify, defend shall indemnify and hold harmless the Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as such, in its individual capacity and in its capacity as Successor Servicer) and any Successor Servicer (as such and in its individual capacity) and each of their officers, directors, employees and agents for and Indemnified Party from and against any and all claimsloss, lossesliability, penaltiesexpense, finesdamage or injury suffered or sustained by reason of willful misfeasance, forfeituresbad faith, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees and related costs and any other reasonable costs, fees and expenses that such Person may sustain as a result negligence in the performance of the Servicer’s fraud or the failure duties of the Servicer or by reason of reckless disregard of obligations and duties of the Servicer hereunder or under the Master Pooling and Servicing Agreement or by reason of any acts, omissions or alleged acts or omissions of the Servicer pursuant to perform its duties this Agree- ment or the Master Pooling and service Servicing Agreement; provided, however, that the Loans in compliance in all material respects Servicer shall not indemnify any such Indemnified Party for any such loss, liability, expense, damage or injury suffered or sustained by reason of any action taken or omitted at the written request of such Indemnified Party; and provided, further, that the Servicer shall not indemnify any such Indemnified Party for any such loss, liability, expense, damage or injury incurred with the terms of this Agreementrespect to any action taken by such Indemni- fied Party constituting fraud, except to the extent arising from gross negligence, breach of fiduciary duty or willful misconduct misconduct, with respect to the uncollectibility of the Receivables or fraud with respect to any federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if any such Person receives a complaint, claim, compulsory process or other notice of Indemnified Party in connection herewith to any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereoftaxing authority. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement liable for acts or omissions of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be relieved of its indemnification obligations hereunder with respect to such PersonSuccessor Servicer. The parties agree that the provisions of this Section 12.01 indemnity shall not run directly to and be interpreted to provide recourse enforceable by an injured party subject to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loanlimitations hereof. The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loans.ARTICLE V THE AGENT; BANK COMMITMENT; SENIOR CLASS AGENTS SECTION 1

Indemnification by Servicer. The initial Servicer agrees to indemnify, defend and hold harmless the Trustee (as such and in its individual capacity), the Custodian (as such and in its individual capacity), the Owner Trustee (as such and in its individual capacity), the Backup Servicer (as suchServicer, in its individual capacity and in its capacity as the Collateral Administrator, a Successor Servicer) , and any Successor Servicer (as such and in its individual capacity) and each of their officers, directors, employees and agents for and the Issuer harmless from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees and related costs and any other reasonable costs, fees and expenses that such Person may sustain as a result of the Servicer’s fraud or the failure of the Servicer to perform its duties and service the Loans in compliance in all material respects with the terms of this Agreement, except to the extent arising from gross negligence, willful misconduct or fraud by in the performance of its duties hereunder, except to the extent such damages arise from the gross negligence, willful misconduct or fraud on the part of the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Servicer if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Servicer of its indemnification obligations hereunder unless the Servicer is deprived of material substantive or procedural rights or defenses as a result thereof. The Servicer shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Servicer shall be is relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this Section 12.01 shall not be interpreted to provide recourse to the Servicer against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligor with respect to a Loan. The Servicer shall have no liability for making indemnification hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Loans. The provisions of this Section 12.01 shall survive the termination of this Agreement and the earlier resignation or removal of the Trustee, the Owner Trustee, the Backup Servicer or the Collateral Administrator. Any indemnification pursuant to this Section 12.01 shall not be payable from the Collateral.