Common use of INDEMNIFICATION BY THE COMPANY AND THE SERVICER Clause in Contracts

INDEMNIFICATION BY THE COMPANY AND THE SERVICER. (a) The Company agrees to indemnify and hold harmless the Agent, each Purchaser and each of their respective officers, directors, agents and employees (each, a "Company Indemnified Person") from and against any loss, liability, expense, damage or injury (a "Claim") suffered or sustained by such Company Indemnified Person by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Company pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party or (ii) in the case of a Claim brought by a third party, (x) a breach of any representation or warranty made or deemed made by the Company (or any of its officers) in any Transaction Document, except to the extent that such Company Indemnified Person would be indemnified and held harmless by an adjustment payment in respect of Ineligible Receivables pursuant to Section 2.05 of the Agreement or (y) a failure by the Company to comply with any applicable law or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement or the other Transaction Documents, in any such case including any judgment, award settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury resulted from the gross negligence, bad faith or wilful misconduct of such Company Indemnified Person or its officers, directors, agents, principals, employees or employers; provided, however, that any payments made by the Company pursuant to this subsection shall be Company Subordinated Obligations. (b) The Servicer agrees to indemnify and hold harmless the Agent, each Purchaser and each of their respective officers, directors, agents and employees (each, a "Servicer Indemnified Person") from and against any Claim by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Servicer pursuant to any Pooling and Servicing Agreement to which it is a party or (ii) in the case of a Claim brought by a third party, (x) a breach of any representation or warranty made or deemed made by the Servicer (or any of its respective officers) in any Pooling and Servicing Agreement or (y) a failure by the Servicer to comply with any applicable law or regulation or to perform its covenants, Series 1997-A Supplement agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement, in any such case including but not limited to any judgment, award, settlement, reasonable attorneys fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury resulted from the gross negligence, bad faith or wilful misconduct of such Servicer Indemnified Person or its officers, directors, agents, principals, employees or employers, provided that the Servicer shall not indemnify any Servicer Indemnified Person for any liability, cost or expense of such Servicer Indemnified Person arising solely from a default by an Obligor with respect to any Receivable (except that indemnification shall be made to the extent that such default arises out of its failure to perform its duties or obligations under this Agreement).

INDEMNIFICATION BY THE COMPANY AND THE SERVICER. (a) ----------------------------------------------- The Company agrees to indemnify and hold harmless each of the Agent, each Purchaser and each of their respective officers, directors, agents and employees (each, a "Company Indemnified Personindemnified person") from and against any loss, liability, -------------------------- expense, damage or injury suffered or sustained by such Company indemnified person (a "Claim") suffered or sustained by such Company Indemnified Person by reason of (i) any acts, omissions or alleged acts or ----- omissions arising out of, or relating to, activities of the Company pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party or (ii) in the case of a Claim brought by a third party, (xii) a breach of any representation or warranty made or deemed made by the Company (or any of its officers) in any Transaction Document, except to the extent that such Company Indemnified Person would be indemnified Pooling and held harmless by an adjustment payment in respect of Ineligible Receivables pursuant to Section 2.05 of the Servicing Agreement or other Transaction Document or (yiii) a failure by the Company to comply with any applicable law or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement or the other Transaction Documents, in any such case including including, but not limited to, any judgment, award award, settlement, reasonable attorneys' * fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury resulted from the gross negligence, bad faith or wilful misconduct of such Company Indemnified Person indemnified person or its officers, directors, agents, principals, employees or employers; provided, however, that any payments made by the Company pursuant to this subsection shall be Company Subordinated Obligations. (b) The Servicer agrees to indemnify and hold harmless the Agent, each Purchaser and each of their respective officers, directors, agents and employees (each, a "Servicer Indemnified Person") from and against any Claim by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Servicer pursuant to any Pooling and Servicing Agreement to which it is a party or (ii) in the case of a Claim brought by a third party, (x) a breach of any representation or warranty made or deemed made by the Servicer (or any of its respective officers) in any Pooling and Servicing Agreement or (y) a failure by the Servicer to comply with any applicable law or regulation or to perform its covenants, Series 1997-A Supplement agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement, in any such case including but not limited to any judgment, award, settlement, reasonable attorneys fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury resulted from the gross negligence, bad faith or wilful misconduct of such Servicer Indemnified Person or its officers, directors, agents, principals, employees or employers, provided that the Servicer shall not indemnify any Servicer Indemnified Person for any liability, cost or expense of such Servicer Indemnified Person arising solely from a default by an Obligor with respect to any Receivable (except that indemnification shall be made to the extent that such default arises out of its failure to perform its duties or obligations under this Agreement).

INDEMNIFICATION BY THE COMPANY AND THE SERVICER. (a) The Company agrees to indemnify and hold harmless the Agent, each Purchaser and each of their respective officers, directors, agents and employees (each, a "Company Indemnified Person") from and against any loss, liability, expense, damage or injury (a "Claim") suffered or sustained by such Company Indemnified Person by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Company pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party or (ii) in the case of a Claim brought by a third party, (x) a breach of any representation or warranty made or deemed made by the Company (or any of its officers) in any Transaction Document, except to the extent that such Company Indemnified Person would be indemnified and held harmless by an adjustment payment in respect of Ineligible Receivables pursuant to Section 2.05 of the Agreement or (y) a failure by the Company to comply with any applicable law or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement or the other Transaction Documents, in any such case including any judgment, award settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury resulted from the gross negligence, bad faith or wilful misconduct of such Company Indemnified Person or its officers, directors, agents, principals, employees or employers; provided that the Company shall not indemnify any Company Indemnified person for any liability, cost or expense of such Company Indemnified Person arising solely from a default by an Obligor with respect to any Receivable provided, further however, that any payments made by the Company pursuant to this subsection shall be Company Subordinated Obligations. (b) The Servicer agrees to indemnify and hold harmless the Agent, each Purchaser and each of their respective officers, directors, agents and employees (each, a "Servicer Indemnified Person") from and against any Claim by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Servicer pursuant to any Pooling and Servicing Agreement to which it is a party or (ii) in the case of a Claim brought by a third party, (x) a breach of any representation or warranty made or deemed made by the Servicer (or any of its respective officers) in any Pooling and Servicing Agreement or (y) a failure by the Servicer to comply with any applicable law or regulation or to perform its covenants, Series 1997-A Supplement agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement, in any such case including but not limited to any judgment, award, settlement, reasonable attorneys fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury resulted from the gross negligence, bad faith or wilful misconduct of such Servicer Indemnified Person or its officers, directors, agents, principals, employees or employers, provided that the Servicer shall not indemnify any Servicer Indemnified Person for any liability, cost or expense of such Servicer Indemnified Person arising solely from a default by an Obligor with respect to any Receivable (except that indemnification shall be made to the extent that such default arises out of its failure to perform its duties or obligations under this the Servicing Agreement).

INDEMNIFICATION BY THE COMPANY AND THE SERVICER. (a) The Company agrees to indemnify and hold harmless the Trustee, the Funding Agent, each APA Bank, each Purchaser and each of their respective officers, directors, agents and employees (each, a "Company Indemnified PersonCOMPANY INDEMNIFIED PERSON") from and against any loss, liability, expense, damage or injury (a "Claim") suffered or sustained by (a "CLAIM") such Company Indemnified Person indemnified person by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Company pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party or (ii) in the case of a Claim brought by a third party, (xii) a breach of any representation or warranty made or deemed made by the Company (or any of its officers) in any Transaction Document, except to the extent that such Company Indemnified Person would be indemnified Pooling and held harmless by an adjustment payment in respect of Ineligible Receivables pursuant to Section 2.05 of the Servicing Agreement or other Transaction Document or (yiii) a failure by the Company to comply with any applicable law or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement or the other Transaction Documents, in any such case including including, but not limited to, any judgment, award award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury (A) resulted from the gross negligence, bad faith or wilful misconduct of such Company Indemnified Person indemnified person or its officers, directors, agents, principals, employees or employers, (B) resulted solely from a default by an Obligor with respect to any Receivable or (C) include any income or franchise taxes imposed on (or measured by) any Company indemnified person's net income; provided, however, PROVIDED that any payments made by the Company pursuant to this subsection Section shall be made solely from funds available to the Company Subordinated Obligationswhich are not otherwise needed to be applied to the payment of any amounts (other than amounts payable to the Company) pursuant to any Pooling and Servicing Agreements, shall be non-recourse other than with respect to proceeds in excess of 37 the proceeds needed to make such payment, and shall not constitute a claim against the Company to the extent that insufficient proceeds exist to make such payment. (b) The Servicer agrees to indemnify and hold harmless the Trustee, the Funding Agent, each APA Bank, each Purchaser and each of their respective officers, directors, agents and employees (each, a "Servicer Indemnified PersonSERVICER INDEMNIFIED PERSON") from and against any Claim by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Servicer pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party or party, (ii) in the case of a Claim brought by a third party, (x) a material breach of any representation or warranty made or deemed made by the Servicer (or any of its respective officers) in any Pooling and Servicing Agreement or other Transaction Document or (yiii) a failure by the Servicer to comply in any material respect with any applicable law or regulation or to perform its covenants, Series 1997-A Supplement agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing AgreementAgreement or the other Transaction Documents, in any such case including including, but not limited to to, any judgment, award, settlement, reasonable attorneys attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury (A) resulted from the gross negligence, bad faith or wilful misconduct of such Servicer Indemnified Person indemnified person or its officers, directors, agents, principals, employees or employers, provided that the Servicer shall not indemnify any Servicer Indemnified Person for any liability, cost or expense of such Servicer Indemnified Person arising (B) resulted solely from a default by an Obligor with respect to any Receivable or (except that indemnification shall be made to the extent that such default arises out of its failure to perform its duties C) include any income or obligations under this Agreement)franchise taxes imposed on (or measured by) any Servicer indemnified person's net income.

INDEMNIFICATION BY THE COMPANY AND THE SERVICER. (a) The Company agrees to indemnify and hold harmless the Funding Agent, each Purchaser and each of their respective officers, directors, agents and employees (each, a "Company Indemnified PersonCOMPANY INDEMNIFIED PERSON") from and against any loss, liability, expense, damage or injury (a "Claim") suffered or sustained by (a "CLAIM") such Company Indemnified Person indemnified person by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Company pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party or (ii) in the case of a Claim brought by a third party, (xii) a breach of any representation or warranty made or deemed made by the Company (or any of its officers) in any Transaction Document, except to the extent that such Company Indemnified Person would be indemnified Pooling and held harmless by an adjustment payment in respect of Ineligible Receivables pursuant to Section 2.05 of the Servicing Agreement or other Transaction Documents or (yiii) a failure by the Company to comply with any applicable law or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement or the other Transaction Documents, in any such case including including, but not limited to, any judgment, award award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury (A) resulted from the gross negligence, bad faith or wilful misconduct of such Company indemnified person or its officers, directors, agents, principals, employees or employers, (B) resulted solely from a default by an Obligor with respect to any Receivable or (C) include any income or franchise taxes imposed on (or measured by) any Company indemnified person's net income; PROVIDED that any payments made by the Company pursuant to this subsection shall be made solely from funds available to the Company which are not otherwise required to be applied to the payment of any amounts (other than amounts payable to the Company) pursuant to any Pooling and Servicing Agreements, shall be non-recourse other than with respect to such funds, and shall not constitute a claim against the Company to the extent that insufficient funds exist to make such payment. (b) The Servicer agrees to indemnify and hold harmless the Funding Agent, each Purchaser and each of their respective officers, directors, agents and employees (each, a "SERVICER INDEMNIFIED PERSON") from and against any Claim by reason of (i) any Claims by third parties against any Seller indemnified person resulting from any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Servicer pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party, (ii) a breach of any representation or warranty made or deemed made by the Servicer (or any of its officers) in any Pooling and Servicing Agreement or other Transaction Document or (iii) a failure by the Servicer to comply with any applicable law or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement or the other Transaction Documents, including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury resulted from the gross negligence, bad faith or wilful misconduct of such Company Indemnified Person Servicer indemnified person or its officers, directors, agents, principals, employees or employers; provided, however, that any payments made by the Company pursuant to this subsection shall be Company Subordinated Obligations. (b) The Servicer agrees to indemnify and hold harmless the Agent, each Purchaser and each of their respective officers, directors, agents and employees (each, a "Servicer Indemnified Person") from and against any Claim by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Servicer pursuant to any Pooling and Servicing Agreement to which it is a party or (ii) in the case of a Claim brought by a third party, (x) a breach of any representation or warranty made or deemed made by the Servicer (or any of its respective officers) in any Pooling and Servicing Agreement or (y) a failure by the Servicer to comply with any applicable law or regulation or to perform its covenants, Series 1997-A Supplement agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement, in any such case including but not limited to any judgment, award, settlement, reasonable attorneys fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury resulted from the gross negligence, bad faith or wilful misconduct of such Servicer Indemnified Person or its officers, directors, agents, principals, employees or employers, provided that the Servicer shall not indemnify any Servicer Indemnified Person for any liability, cost or expense of such Servicer Indemnified Person arising solely from a default by an Obligor with respect to any Receivable (except that indemnification shall be made to the extent that such default arises out of its failure to perform its duties or obligations under this Agreement).

INDEMNIFICATION BY THE COMPANY AND THE SERVICER. (a) The Company agrees to indemnify and hold harmless the AgentTrustee, each Purchaser and each of their respective its officers, directors, agents and employees and each Affected Party (each, a "Company Indemnified PersonCOMPANY INDEMNIFIED PERSON") from and against any loss, liability, expense, damage or injury (a "Claim") suffered or sustained by (a "CLAIM") such Company Indemnified Person by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Company pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party or (ii) in the case of a Claim brought by a third party, (xii) a breach of any representation or warranty made or deemed made by the Company (or any of its officers) in any Transaction Document, except to the extent that such Company Indemnified Person would be indemnified Pooling and held harmless by an adjustment payment in respect of Ineligible Receivables pursuant to Section 2.05 of the -25- Servicing Agreement or other Transaction Document or (yiii) a failure by the Company to comply with any applicable law or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement or the other Transaction Documents, in any such case including including, but not limited to, any judgment, award award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury (A) resulted from the gross negligence, bad faith or wilful misconduct of such Company Indemnified Person or its officers, directors, agents, principals, employees or employers, (B) resulted solely from a default by an Obligor with respect to any Receivable or (C) includes any income or franchise taxes imposed on (or measured by) any Company Indemnified Person's net income; provided, however, PROVIDED that any payments made by the Company pursuant to this subsection shall be made solely from funds available to the Company Subordinated Obligationswhich are not otherwise needed to be applied to the payment of any amounts (other than amounts payable to the Company pursuant to any Pooling and Servicing Agreements, shall be non-recourse other than with respect to proceeds in excess of the proceeds needed to make such payment, and shall not constitute a claim against the Company to the extent that insufficient proceeds exist to make such payment. (b) The Servicer agrees to indemnify and hold harmless the AgentTrustee, each Purchaser and each of their respective its officers, directors, agents and employees and each Affected Party (each, a "Servicer Indemnified PersonSERVICER INDEMNIFIED PERSON") from and against any Claim by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Servicer pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party or party, (ii) in the case of a Claim brought by a third party, (x) a material breach of any representation or warranty made or deemed made by the Servicer (or any of its respective officers) in any Pooling and Servicing Agreement or other Transaction Document or (yiii) a failure by the Servicer to comply in any material respect with any applicable law or regulation or to perform its covenants, Series 1997-A Supplement agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing AgreementAgreement or the other Transaction Documents, in any such case including including, but not limited to to, any judgment, award, settlement, reasonable attorneys attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury (A) resulted from the gross negligence, bad faith or wilful misconduct of such Servicer Indemnified Person indemnified person or its officers, directors, agents, principals, employees or employers, provided that the Servicer shall not indemnify any Servicer Indemnified Person for any liability, cost or expense of such Servicer Indemnified Person arising (B) resulted solely from a default by an Obligor with respect to any Receivable or (except that indemnification shall be made to the extent that such default arises out of its failure to perform its duties C) include any income or obligations under this Agreement)franchise taxes imposed on (or measured by) any Servicer Indemnified Person's net income.

INDEMNIFICATION BY THE COMPANY AND THE SERVICER. (a) The Company agrees to indemnify and hold harmless the Trustee, the Funding Agent, each APA Bank, each Purchaser and each of their respective officers, directors, agents and employees (each, a "Company Indemnified PersonCOMPANY INDEMNIFIED PERSON") from and against any loss, liability, expense, damage or injury (a "Claim") suffered or sustained by (a "CLAIM") such Company Indemnified Person indemnified person by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Company pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party or (ii) in the case of a Claim brought by a third party, (xii) a breach of any representation or warranty made or deemed made by the Company (or any of its officers) in any Transaction Document, except to the extent that such Company Indemnified Person would be indemnified Pooling and held harmless by an adjustment payment in respect of Ineligible Receivables pursuant to Section 2.05 of the Servicing Agreement or other Transaction Document or (yiii) a failure by the Company to comply with any applicable law or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement or the other Transaction Documents, in any such case including including, but not limited to, any judgment, award award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury (A) resulted from the gross negligence, bad faith or wilful misconduct of such Company Indemnified Person indemnified person or its officers, directors, agents, principals, employees or employers, (B) resulted solely from a default by an Obligor with respect to any Receivable or (C) include any income or franchise taxes imposed on (or measured by) any Company indemnified person's net income; provided, however, PROVIDED that any payments made by the Company pursuant to this subsection shall be made solely from funds available to the Company Subordinated Obligationswhich are not otherwise needed to be applied to the payment of any amounts (other than amounts payable to the Company) pursuant to any Pooling and Servicing Agreements, shall be non-recourse other than with respect to proceeds in excess of the proceeds needed to make such payment, and shall not constitute a claim against the Company to the extent that insufficient proceeds exist to make such payment. (b) The Servicer agrees to indemnify and hold harmless the Trustee, the Funding Agent, each APA Bank, each Purchaser and each of their respective officers, directors, agents and employees (each, a "Servicer Indemnified PersonSERVICER INDEMNIFIED PERSON") from and against any Claim by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Servicer pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party or party, (ii) in the case of a Claim brought by a third party, (x) a material breach of any representation or warranty made or deemed made by the Servicer (or any of its respective officers) in any Pooling and Servicing Agreement or other Transaction Document or (yiii) a failure by the Servicer to comply in any material respect with any applicable law or regulation or to perform its covenants, Series 1997-A Supplement agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing AgreementAgreement or the other Transaction Documents, in any such case including including, but not limited to to, any judgment, award, settlement, reasonable attorneys attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury (A) resulted from the gross negligence, bad faith or wilful misconduct of such Servicer Indemnified Person indemnified person or its officers, directors, agents, principals, employees or employers, provided that the Servicer shall not indemnify any Servicer Indemnified Person for any liability, cost or expense of such Servicer Indemnified Person arising (B) resulted solely from a default by an Obligor with respect to any Receivable or (except that indemnification shall be made to the extent that such default arises out of its failure to perform its duties C) include any income or obligations under this Agreement)franchise taxes imposed on (or measured by) any Servicer indemnified person's net income.

INDEMNIFICATION BY THE COMPANY AND THE SERVICER. (a) The Company agrees to indemnify and hold harmless the Trustee, the Funding Agent, each Purchaser and each of their respective officers, directors, agents and employees (each, a "Company Indemnified Personindemnified person") from and against any loss, liability, expense, damage or injury suffered or sustained by (a "Claim") suffered or sustained by such Company Indemnified Person indemnified person by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Company pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party or (ii) in the case of a Claim brought by a third party, (xii) a breach of any representation or warranty made or deemed made by the Company (or any of its officers) in any Transaction Document, except to the extent that such Company Indemnified Person would be indemnified Pooling and held harmless by an adjustment payment in respect of Ineligible Receivables pursuant to Section 2.05 of the Servicing Agreement or other Transaction Documents or (yiii) a failure by the Company to comply with any applicable law or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing Agreement or the other Transaction Documents, in any such case including including, but not limited to, any judgment, award award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury (A) resulted from the gross negligence, bad faith or wilful misconduct of such Company Indemnified Person indemnified person or its officers, directors, agents, principals, employees or employers, (B) resulted solely from a default by an Obligor with respect to any Receivable or (C) include any income or franchise taxes imposed on (or measured by) any Company indemnified person's net income; provided, however, provided that any payments made by the Company pursuant to this subsection shall be made solely from funds available to the Company Subordinated Obligationswhich are not otherwise required to be applied to the payment of any amounts (other than amounts payable to the Company) pursuant to any Pooling and Servicing Agreements, shall be non-recourse other than with respect to such funds, and shall not constitute a claim against the Company to the extent that insufficient funds exist to make such payment. (b) The Servicer agrees to indemnify and hold harmless the Trustee, the Funding Agent, each Purchaser and each of their respective officers, directors, agents and employees (each, a "Servicer Indemnified Person") from and against any Claim by reason of (i) any Claims by third parties against any Seller Indemnified Person resulting from any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of the Servicer pursuant to any Pooling and Servicing Agreement or the other Transaction Documents to which it is a party or (ii) in the case of a Claim brought by a third party, (xii) a breach of any representation or warranty made or deemed made by the Servicer (or any of its respective officers) in any Pooling and Servicing Agreement or other Transaction Document or (yiii) a failure by the Servicer to comply with any applicable law or regulation or to perform its covenants, Series 1997-A Supplement agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of any Pooling and Servicing AgreementAgreement or the other Transaction Documents, in any such case including including, but not limited to to, any judgment, award, settlement, reasonable attorneys attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury resulted from the gross negligence, bad faith or wilful misconduct of such Servicer Indemnified Person or its officers, directors, agents, principals, employees or employers, provided that the Servicer shall not indemnify any Servicer Indemnified Person for any liability, cost or expense of such Servicer Indemnified Person arising solely from a default by an Obligor with respect to any Receivable (except that indemnification shall be made to the extent that such default arises out of its failure to perform its duties or obligations under this Agreement).