Common use of Indemnification by the Originator Clause in Contracts

Indemnification by the Originator. (a) The Originator will defend, indemnify and hold harmless the Depositor, the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Noteholders, the Certificateholders and the Insurer from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from: (i) any breach of any of the Originator’s representations and warranties contained herein, (ii) the use, ownership or operation by the Originator or any affiliate thereof of a Financed Vehicle, (iii) any action taken, or failed to be taken, by it in respect of the Receivables other than in accordance with this Agreement or the Sale and Servicing Agreement or (iv) the negligence (except for errors in judgment), willful misfeasance, or bad faith of the Originator in the performance of its duties under this Agreement or by reason of reckless disregard of the Originator’s obligations and duties under this Agreement. (b) The Originator will defend, indemnify and hold harmless the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Depositor, the Noteholders, the Certificateholders and the Insurer from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from any Taxes which may at any time be asserted against such Persons with respect to (i) the conveyance or ownership of the Receivables or the Other Conveyed Property hereunder, (ii) the conveyance or ownership of the Receivables under the Sale and Servicing Agreement and (iii) the issuance and original sale of the Notes and the issuance of the Certificates, and costs and expenses in defending against the same, arising by reason of the acts to be performed by the Originator under this Agreement or imposed against such Persons. Indemnification under this Section 4.5 will include reasonable fees and expenses of counsel and expenses of litigation and will survive payment of the Notes and the Certificates and termination of this Agreement. The indemnity obligations hereunder will be in addition to any obligation that the Originator may otherwise have.

Indemnification by the Originator. (a) The Originator will defend, indemnify and hold harmless the Depositor, the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Noteholders, the Certificateholders and the Insurer from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from: (i) any breach of any of the Originator’s 's representations and warranties contained herein, (ii) the use, ownership or operation by the Originator or any affiliate thereof of a Financed Vehicle, (iii) any action taken, or failed to be taken, by it in respect of the Receivables other than in accordance with this Agreement or the Sale and Servicing Agreement or (iv) the negligence (except for errors in judgment), willful misfeasance, or bad faith of the Originator in the performance of its duties under this Agreement or by reason of reckless disregard of the Originator’s 's obligations and duties under this Agreement. (b) The Originator will defend, indemnify and hold harmless the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Depositor, the Noteholders, the Certificateholders and the Insurer from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from any Taxes which may at any time be asserted against such Persons with respect to (i) the conveyance or ownership of the Receivables or the Other Conveyed Property hereunder, (ii) the conveyance or ownership of the Receivables under the Sale and Servicing Agreement and (iii) the issuance and original sale of the Notes and the issuance of the Certificates, and costs and expenses in defending against the same, arising by reason of the acts to be performed by the Originator under this Agreement or imposed against such Persons. Indemnification under this Section 4.5 will include reasonable fees and expenses of counsel and expenses of litigation and will survive payment of the Notes and the Certificates and termination of this Agreement. The indemnity obligations hereunder will be in addition to any obligation that the Originator may otherwise have.

Indemnification by the Originator. (a) The Without limiting any other rights which the Originator will defend, indemnify and hold harmless the DepositorIndemnified Parties may have hereunder or under Applicable Law, the IssuerOriginator hereby agrees to indemnify the Depositor and its successors, transferees and assigns (including the Noteholders and the Indenture Trustee) and all officers, directors, shareholders, controlling persons, employees, counsel and other agents of any of the foregoing (collectively, the Backup Servicer, the Owner Trustee, the Noteholders, the Certificateholders and the Insurer “Originator Indemnified Parties”) from and against any and all costs, expensesdamages, losses, damages, claims, and liabilities, arising out costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of any Originator Indemnified Party) and disbursements (all of the foregoing being collectively referred to as “Originator Indemnities”) awarded against or resulting from: (i) any breach of incurred by any of the Originator’s representations Originator Indemnified Parties in any action or proceeding between the Originator and warranties contained herein, any of the Originator Indemnified Parties or between any of the Originator Indemnified Parties and any third party relating to or resulting from the following: (iia) the use, ownership any representation or operation warranty made by the Originator or any affiliate thereof officers of the Originator under or in connection with this Agreement, any of the other Transaction Documents, or any other information or report delivered by the Originator or any officers of the Originator pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (b) the failure by the Originator to comply with any Applicable Law with respect to any Pool Receivable or the related Contract, or the nonconformity of any Sold Asset or the related Contract with any such Applicable Law; (c) the failure to vest and maintain vested in the Depositor a Financed Vehiclevalid perfected first priority ownership interest in favor of the Depositor in the Sold Assets free and clear of any Lien (other than Permitted Liens and Equipment with an aggregate invoiced cost of $25,000 or less); or in the event that the conveyance by the Originator to the Depositor of the Sold Assets hereunder was construed not to be a sale, the failure to Grant to the Depositor (iiiand its assignee) a valid perfected first priority security interest in the Sold Assets, free and clear of all Liens (other than the Permitted Liens); (d) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents required to be filed by the Originator under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Sold Assets (other than Equipment with an aggregate invoiced cost of $25,000 or less); (e) any action takendispute, claim, offset or failed to be taken, by it in respect of the Receivables defense (other than discharge in bankruptcy) of an Obligor to the payment of any Pool Receivable (including a defense based on such Pool Receivable or the related Contract not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms) arising as a result of a breach by the Originator of its obligations under the Receivables; (f) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services relating to or which are the subject of any Pool Receivable or related Contract; (g) the transfer to the Depositor of an interest in any Pool Receivable other than an Eligible Receivable (as of the Closing Date) for which the Depositor has not received a Repurchase Amount from the Originator; (h) the failure by the Originator to comply with any term, provision or covenant applicable to the Originator contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its duties or obligations under the Pool Receivables or related Contracts; (i) the use of proceeds of purchases by the Originator, or the ownership of the Sold Assets; (j) any commingling by the Originator of Collections of Pool Receivables at any time with other funds; (k) failure of any Lock-Box Bank, the Intercreditor Master Agent, or the Originator to remit any Collections held in the Lock-Box Account or any related lock-boxes or to the Collection Account, whether by reason of the exercise of set-off rights or otherwise; or (l) any inability to obtain any judgment in or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Originator to qualify to do business or file any notice of business activity report or any similar report; excluding, however, (i) Originator Indemnities to the extent resulting from gross negligence or willful misconduct on the part of such Originator Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement or the Sale and Servicing Agreement or (ivAgreement) the negligence (except for errors in judgment), willful misfeasance, or bad faith of the Originator in the performance of its duties under this Agreement or by reason of reckless disregard of the Originator’s obligations and duties under this Agreement. (b) The Originator will defend, indemnify and hold harmless the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Depositor, the Noteholders, the Certificateholders and the Insurer from and against any and all costs, expenses, losses, damages, claims, and liabilities, uncollectible Pool Receivables arising out of or resulting from any Taxes which may at any time be asserted against such Persons with respect to (i) the conveyance or ownership credit default of the Receivables or the Other Conveyed Property hereunder, (ii) the conveyance or ownership of the Receivables under the Sale and Servicing Agreement and (iii) the issuance and original sale of the Notes and the issuance of the Certificates, and costs and expenses in defending against the same, arising by reason of the acts to be performed by the Originator under this Agreement or imposed against such Persons. Indemnification under this Section 4.5 will include reasonable fees and expenses of counsel and expenses of litigation and will survive payment of the Notes and the Certificates and termination of this Agreement. The indemnity obligations hereunder will be in addition to any obligation that the Originator may otherwise havean Obligor.

Indemnification by the Originator. (a) The Originator will defend, indemnify and hold harmless the Depositor, the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Noteholders, the Certificateholders Noteholders and the Insurer from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from: (i) any breach of any of the Originator’s 's representations and warranties contained herein, (ii) the use, ownership or operation by the Originator or any affiliate thereof of a Financed Vehicle, (iii) any action taken, or failed to be taken, by it in respect of the Receivables other than in accordance with this Agreement or the Sale and Servicing Agreement or (iv) the negligence (except for errors in judgment), willful misfeasance, or bad faith of the Originator in the performance of its duties under this Agreement or by reason of reckless disregard of the Originator’s 's obligations and duties under this Agreement. (b) The Originator will defend, indemnify and hold harmless the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Depositor, the Noteholders, the Certificateholders Noteholders and the Insurer from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from any Taxes which may at any time be asserted against such Persons with respect to (i) the conveyance or ownership of the Receivables or the Other Conveyed Property hereunder, (ii) the conveyance or ownership of the Receivables under the Sale and Servicing Agreement and (iii) the issuance and original sale of the Notes and the issuance of the CertificatesCertificate, and costs and expenses in defending against the same, arising by reason of the acts to be performed by the Originator under this Agreement or imposed against such Persons. Indemnification under this Section 4.5 will include reasonable fees and expenses of counsel and expenses of litigation and will survive payment of the Notes and the Certificates Certificate and termination of this Agreement. The indemnity obligations hereunder will be in addition to any obligation that the Originator may otherwise have.

Indemnification by the Originator. (a) The Without limiting any other rights which the Originator will defend, indemnify and hold harmless the DepositorIndemnified Parties may have hereunder or under Applicable Law, the IssuerOriginator hereby agrees to indemnify the Depositor and its successors, transferees and assigns (including the Noteholders and the Indenture Trustee) and all officers, directors, shareholders, controlling persons, employees, counsel and other agents of any of the foregoing (collectively, the Backup Servicer, the Owner Trustee, the Noteholders, the Certificateholders and the Insurer “Originator Indemnified Parties”) from and against any and all costs, expensesdamages, losses, damages, claims, and liabilities, arising out costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of any Originator Indemnified Party) and disbursements (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against or resulting from: (i) any breach of incurred by any of the Originator’s representations Originator Indemnified Parties in any action or proceeding between the Originator and warranties contained herein, any of the Originator Indemnified Parties or between any of the Originator Indemnified Parties and any third party relating to or resulting from the following: (iia) the use, ownership any representation or operation warranty made by the Originator or any affiliate thereof officers of the Originator under or in connection with this Agreement, any of the other Transaction Documents, or any other information or report delivered by the Originator or any officers of the Originator pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (b) the failure by the Originator to comply with any Applicable Law with respect to any Pool Receivable or the related Contract, or the nonconformity of any Sold Asset or the related Contract with any such Applicable Law; (c) the failure to vest and maintain vested in the Depositor a Financed Vehiclevalid perfected first priority ownership interest in favor of the Depositor in the Sold Assets free and clear of any Lien (other than Permitted Liens); or in the event that the conveyance by the Originator to the Depositor of the Sold Assets hereunder was construed not to be a sale, the failure to Grant to the Depositor (iiiand its assignee) a valid perfected first priority security interest in the Sold Assets, free and clear of all Liens (other than the Permitted Liens); (d) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents required to be filed by the Originator under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Sold Assets; (e) any action takendispute, claim, offset or failed to be taken, by it in respect of the Receivables defense (other than discharge in bankruptcy) of an Obligor to the payment of any Pool Receivable (including a defense based on such Pool Receivable or the related Contract not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms) arising as a result of a breach by the Originator of its obligations under the Receivables; (f) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services relating to or which are the subject of any Pool Receivable or related Contract; (g) the transfer to the Depositor of an interest in any Pool Receivable other than an Eligible Receivable (as of the date hereof) for which the Depositor has not received a Repurchase Amount from the Originator; (h) the failure by the Originator to comply with any term, provision or covenant applicable to the Originator contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its duties or obligations under the Pool Receivables or related Contracts; (i) the use of proceeds of purchases by the Originator, or the ownership of the Sold Assets; (j) any commingling by the Originator of Collections of Pool Receivables at any time with other funds; (k) failure of any Lock-Box Bank, the Intercreditor Master Agent, or the Originator to remit any Collections held in the Lock-Box Account or any related lock-boxes or to the Collection Account, whether by reason of the exercise of set-off rights or otherwise; or (l) any inability to obtain any judgment in or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Originator to qualify to do business or file any notice of business activity report or any similar report; excluding, however, (i) Originator Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Originator Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement or the Sale and Servicing Agreement or (ivAgreement) the negligence (except for errors in judgment), willful misfeasance, or bad faith of the Originator in the performance of its duties under this Agreement or by reason of reckless disregard of the Originator’s obligations and duties under this Agreement. (b) The Originator will defend, indemnify and hold harmless the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Depositor, the Noteholders, the Certificateholders and the Insurer from and against any and all costs, expenses, losses, damages, claims, and liabilities, uncollectible Pool Receivables arising out of or resulting from any Taxes which may at any time be asserted against such Persons with respect to (i) the conveyance or ownership credit default of the Receivables or the Other Conveyed Property hereunder, (ii) the conveyance or ownership of the Receivables under the Sale and Servicing Agreement and (iii) the issuance and original sale of the Notes and the issuance of the Certificates, and costs and expenses in defending against the same, arising by reason of the acts to be performed by the Originator under this Agreement or imposed against such Persons. Indemnification under this Section 4.5 will include reasonable fees and expenses of counsel and expenses of litigation and will survive payment of the Notes and the Certificates and termination of this Agreement. The indemnity obligations hereunder will be in addition to any obligation that the Originator may otherwise havean Obligor.

Indemnification by the Originator. (a) The Originator will defend, indemnify and hold harmless Without limiting any other rights that the DepositorBuyer, the IssuerLender, the Indenture TrusteeDeal Agent, the Backup Servicer, any Successor Servicer, the Owner Trustee, the NoteholdersHedge Counterparty, the Certificateholders and Secured Parties, any assignee of any such Persons or any of such Persons’ respective Affiliates, shareholders, officers, directors, employees or agents (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Insurer Originator hereby agrees to indemnify each Indemnified Party from and against any and all costs, expensesdamages, losses, damages, claims, liabilities and liabilitiesrelated costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), but excluding allocations of overhead expenses or other non-monetary damages, arising out of or resulting from: as a result of this Agreement or the ownership of the Note or in respect of any Purchased Asset, excluding, however, (i) any breach of any Indemnified Amounts to the extent resulting from the gross negligence or willful misconduct on the part of the Originator’s representations applicable Indemnified Party, and warranties contained herein, (ii) recourse (except with respect to payment and performance of obligations provided for in this Agreement) for Defaulted Contracts or other recourse for non-payment of Contracts due to credit problems of the useLessees. Without limiting the foregoing, ownership the Originator shall indemnify each Indemnified Party for Indemnified Amounts relating to or operation resulting from: (A) fraud, willful malfeasance or negligence on the part of the Originator in connection with the transactions contemplated under this Agreement; (B) reliance on any representation or warranty made or deemed made by the Originator or any affiliate thereof of a Financed Vehicleits officers under or in connection with this Agreement, which shall have been false or incorrect in any material respect when made or deemed made or delivered (iiiprovided that this clause (B) shall not apply to any Ineligible Contract, the only remedy for which is set forth in Section 6.1 and Section 6.2, as applicable); (C) the failure by the Originator to comply with any term, provision or covenant contained in this Agreement or any agreement executed by the Originator in such capacity in connection with this Agreement, or with any Applicable Law with respect to any Purchased Asset, the related Contract, or the nonconformity of any Purchased Asset, the related Contract with any such Applicable Law (provided that this clause (C) shall not apply to any Ineligible Contract, the only remedy for which is set forth in Section 6.1 and Section 6.2, as applicable); (D) the failure of the Purchased Assets to have been originated in compliance with the Credit and Collection Policy; (E) the Purchased Assets not being serviced in compliance with the Credit and Collection Policy prior to the Purchase Date thereof; (F) the failure to vest and maintain vested in the Buyer (or the Trustee, as its designee) or to transfer to the Buyer the Purchased Assets, free and clear of any Lien, other than Permitted Liens, whether existing at the time of any Purchase or at any time thereafter (including, without limitation, any such failure arising from the existence of more than one original or authoritative copy of any Contract; (G) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Purchased Assets as required under this Agreement, whether at the time of any Purchase or at any subsequent time; (H) any action takendispute, claim, offset or defense (other than payment by the Lessee or the discharge in bankruptcy of the Lessee) of the Lessee to the payment of any Purchased Asset that is, or failed is purported to be takenbe, a Purchased Asset (including, without limitation, a defense based on such Purchased Asset or the related Contract not being a legal, valid and binding obligation of such Lessee enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Purchased Asset or the furnishing or failure to finish such merchandise or services; (I) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any Purchased Asset or Contract; (J) the failure by it Originator to pay when due any Taxes for which the Originator is liable, including, without limitation, sales, excise, transfer or personal property taxes payable in connection with the Purchased Assets; (K) the commingling of Collections of Purchased Assets at any time with other funds; (L) any Lessee being in violation of or adversely affected by the provisions of any Anti-Terrorism Law; (M) any investigation, litigation or proceeding related to this Agreement, the Originator or the use of proceeds of Purchases by the Originator or reinvestments or the ownership of the Purchased Assets or in respect of the Receivables other than any Purchased Asset or Contract in accordance with this Agreement Agreement; (N) any attempt by any Person to void or the Sale and Servicing Agreement otherwise avoid any Purchase hereunder any statutory provision or (iv) the negligence (except for errors in judgment)common law or equitable action, willful misfeasanceincluding, or bad faith without limitation, any provision of the Bankruptcy Code. The parties hereto agree that the provisions of this Section 8.1 shall not be interpreted to provide, and hereby excludes, recourse to the Originator in the performance of its duties under this Agreement or against loss by reason of reckless disregard of the Originator’s obligations and duties under this Agreementbankruptcy or insolvency (or other credit condition) of, or default by, the related Lessee on or with respect to any Purchased Asset. (b) The Any amounts subject to the indemnification provisions of this Section 8.1 shall be paid by the Originator will defendto the Deal Agent within five (5) Business Days following the Deal Agent’s demand therefor. (c) If for any reason other than the exclusions set forth in the first paragraph of Section 8.1(a) the indemnification provided above in this Section 8.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, indemnify and hold harmless then the IssuerOriginator shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the Indenture Trustee, relative benefits received by such Indemnified Party on the Backup Servicer, the Owner Trustee, the Depositor, the Noteholders, the Certificateholders one hand and the Insurer from and Originator on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. The parties agree that the provisions of this Section 8.1(c) shall not be interpreted to provide recourse to the Originator against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from any Taxes which may at any time be asserted against such Persons with respect to (i) the conveyance or ownership of the Receivables or the Other Conveyed Property hereunder, (ii) the conveyance or ownership of the Receivables under the Sale and Servicing Agreement and (iii) the issuance and original sale of the Notes and the issuance of the Certificates, and costs and expenses in defending against the same, arising loss by reason of the acts to be performed by the Originator under this Agreement bankruptcy, insolvency or imposed against such Persons. Indemnification under this Section 4.5 will include reasonable fees and expenses lack of counsel and expenses creditworthiness of litigation and will survive payment of the Notes and the Certificates and termination of this Agreement. The indemnity obligations hereunder will be in addition a Lessee with respect to any obligation that the Originator may otherwise haveContract.

Indemnification by the Originator. (a) The Originator will defend, indemnify and hold harmless the Depositor, the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Noteholders, the Certificateholders Noteholders [and the Insurer Insurer] from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from: (i) any breach of any of the Originator’s 's representations and warranties contained herein, (ii) the use, ownership or operation by the Originator or any affiliate thereof of a Financed Vehicle, (iii) any action taken, or failed to be taken, by it in respect of the Receivables other than in accordance with this Agreement or the Sale and Servicing Agreement or (iv) the negligence (except for errors in judgment), willful misfeasance, or bad faith of the Originator in the performance of its duties under this Agreement or by reason of reckless disregard of the Originator’s 's obligations and duties under this Agreement. (b) The Originator will defend, indemnify and hold harmless the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Depositor, the Noteholders, the Certificateholders Noteholders [and the Insurer Insurer] from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from any Taxes which may at any time be asserted against such Persons with respect to (i) the conveyance or ownership of the Receivables or the Other Conveyed Property hereunder, (ii) the conveyance or ownership of the Receivables under the Sale and Servicing Agreement and (iii) the issuance and original sale of the Notes and the issuance of the CertificatesCertificate, and costs and expenses in defending against the same, arising by reason of the acts to be performed by the Originator under this Agreement or imposed against such Persons. Indemnification under this Section 4.5 will include reasonable fees and expenses of counsel and expenses of litigation and will survive payment of the Notes and the Certificates Certificate and termination of this Agreement. The indemnity obligations hereunder will be in addition to any obligation that the Originator may otherwise have.

Indemnification by the Originator. (a) The Originator will defend, indemnify and hold harmless the Depositor, the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Noteholders, the Certificateholders and the Insurer from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from: (i) any breach of any of the Originator’s 's representations and warranties contained herein, (ii) the use, ownership or operation by the Originator or any affiliate thereof of a Financed Vehicle, (iii) any action taken, or failed to be taken, by it in respect of the Receivables other than in accordance with this Agreement or the Sale and Servicing Agreement or (iv) the negligence (except for errors in judgment), willful misfeasance, or bad faith of the Originator in the performance of its duties under this Agreement or by reason of reckless disregard of the Originator’s 's obligations and duties under this Agreement. (ba) The Originator will defend, indemnify and hold harmless the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Depositor, the Noteholders, the Certificateholders and the Insurer from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from any Taxes which may at any time be asserted against such Persons with respect to (i) the conveyance or ownership of the Receivables or the Other Conveyed Property hereunder, (ii) the conveyance or ownership of the Receivables under the Sale and Servicing Agreement and (iii) the issuance and original sale of the Notes and the issuance of the Certificates, and costs and expenses in defending against the same, arising by reason of the acts to be performed by the Originator under this Agreement or imposed against such Persons. Indemnification under this Section 4.5 will include reasonable fees and expenses of counsel and expenses of litigation and will survive payment of the Notes and the Certificates and termination of this Agreement. The indemnity obligations hereunder will be in addition to any obligation that the Originator may otherwise have.