Common use of Indemnification by Transferor Clause in Contracts

Indemnification by Transferor. Transferor hereby agrees to indemnify the Trust, Trustee, each Holder of a Series 1996-1 Certificate and each of the successors, permitted transferees and assigns of any such Person and all officers, directors, shareholders, controlling Persons, employees, affiliates and agents of any of the foregoing (each of the foregoing Persons individually being called a "Transferor Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlements or otherwise, and whether or not the relevant Indemnified Party is a party to any action or proceeding that gives rise to any Transferor Indemnified Losses (as defined below)), judgments, liabilities and related reasonable costs and expenses (including reasonable attorneys' fees and disbursements) (all of the foregoing collectively being called "Transferor Indemnified Losses") awarded against or incurred by any of them that arise out of or relate to Transferor's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document. Notwithstanding the foregoing (and with respect to clause (ii) below, without prejudice to the rights that the Trustee may have pursuant to the other provisions of this Agreement or the provisions of any of the other Transaction Documents), in no event shall any Transferor Indemnified Party be indemnified against any Transferor Indemnified Losses (i) resulting from gross negligence or willful misconduct on the part of such Transferor Indemnified Party (or the gross negligence or willful misconduct on the part of any of such Indemnified Party's officers, directors, employees, affiliates or agents), (ii) to the extent the same include Transferor Indemnified Losses in respect of Receivables and reimbursement therefor that would constitute credit recourse to Transferor for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, (iii) to the extent such Indemnified Losses are or result from lost profits (other than any prepayment premium or breakage fee), or (iv) to the extent such Indemnified Losses are or result from taxes asserted with respect to (A) distributions on the Investor Certificates (other than any withholding taxes, if and to the extent that (a) such withholding taxes should have been (but in fact were not) withheld and paid over by the Trust to the relevant taxing authority, (b) such taxing authority asserts a claim for such withholding taxes against the Trust or the Transferor, and (c) the assets of the Trust are insufficient to satisfy such claim at the time a final determination is made that such withholding taxes are due and payable) and (B) federal or other income taxes on or measured by the net income of such Indemnified Party. If for any reason the indemnification provided in this section is unavailable to a Transferor Indemnified Party or is insufficient to hold a Transferor Indemnified Party harmless, then Transferor shall contribute to the amount paid by such Transferor Indemnified Party as a result of any loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Transferor Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault (if any) of such Transferor Indemnified Party and Transferor and any other relevant equitable considerations. Notwithstanding any provisions contained in any Transaction Document to the contrary, Transferor shall not, and shall not be obligated to, pay any amount pursuant to this Section unless and to the extent that the Transferor has funds available to pay such amounts or funds are allocated thereafter to the Transferor pursuant to the penultimate paragraph of Section 4.3 or priority sixth of Section 4.4 of this Supplement. Any amount which Transferor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Sec. 101 of the Bankruptcy Code) against or corporate obligation of Transferor for any such insufficiency.

Indemnification by Transferor. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, Transferor hereby agrees to indemnify and hold harmless the Trust, Trustee, Trustee and each Holder of a Series 1996-1 Certificate Certificateholder and each of the successors, permitted transferees and assigns of any such Person and all officers, directors, shareholders, controlling Persons, employees, affiliates and agents of any of the foregoing (each of the foregoing Persons being individually being called a an "Transferor Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlements settlement or otherwise, and whether or not the relevant Indemnified Party is a party to any action or proceeding that gives rise to any Transferor Indemnified Losses (as defined below)), judgments, liabilities and related reasonable costs and expenses (including reasonable attorneys' fees and disbursements) (all of the foregoing being collectively being called "Transferor Indemnified Losses") awarded against or incurred by any of them that arise out of or relate to Transferor's performance of, or failure to perform, any of its obligations under or in connection with this Agreement, any other Transaction DocumentDocument or any of the transactions contemplated herein or therein or the use of proceeds herefrom or therefrom. Notwithstanding the foregoing (and with respect to clause (iib) below, without prejudice to the rights that the Trustee may have pursuant to the other provisions of this Agreement or the provisions of any of the other Transaction Documents), in no event shall any Transferor Indemnified Party be indemnified against any Transferor Indemnified Losses (ia) resulting from gross negligence or willful misconduct on the part of such Transferor Indemnified Party (or the gross negligence or willful misconduct on the part of any of such Indemnified Party's officers, directors, employees, affiliates or agents), (iib) to the extent the same include Transferor Indemnified Losses in respect of Receivables and reimbursement therefor that would constitute credit recourse to Transferor for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, (iiic) to the extent such Indemnified Losses are or result from lost profits (other than any prepayment premium or breakage fee)profits, or (ivd) to the extent such Indemnified Losses are or result from taxes asserted with respect to (Ai) distributions on the Investor Certificates (other than any withholding taxes, if and to the extent that (aA) such withholding taxes should have been (but in fact were not) withheld and paid over by the Trust to the relevant taxing authority, (bB) such taxing authority asserts a claim for such withholding taxes against the Trust or the Transferor, and (cC) the assets of the Trust are insufficient to satisfy such claim at the time a final determination is made that such withholding taxes are due and payable) and (Bii) federal or other income taxes on or measured by the net income of such Indemnified Party. If for any reason the indemnification provided in this section Section is unavailable to a Transferor an Indemnified Party or is insufficient to hold a Transferor Indemnified Party it harmless, then Transferor shall contribute to the amount paid by such Transferor the Indemnified Party as a result of any such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Transferor Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault of such Indemnified Party (if any) of such Transferor Indemnified Party and Transferor and any other relevant equitable considerationsconsideration. Notwithstanding any provisions contained in any Transaction Document to the contrary, Transferor shall not, and shall not be obligated to, pay any amount pursuant to this Section unless and to the extent that the Transferor has funds available to pay such amounts or funds are allocated thereafter to the Transferor pursuant to the penultimate paragraph provisions of Section 4.3 or priority sixth a Supplement governing the allocation of Section 4.4 of this Supplementfunds in the Master Collection Account. Any amount which Transferor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Sec. 101 of the Bankruptcy Code) against or corporate organizational obligation of Transferor for any such insufficiency. In addition, Transferor agrees to indemnify Trustee and each of its successors, permitted transferees and assigns, officers, directors, shareholders, employees, affiliates and agents, and hold them harmless against, any and all losses, liabilities, damages, claims or expenses incurred by any of them in connection with the Transaction Documents or in the exercise or performance of any of the powers or duties of Trustee hereunder. (b) Transferor shall be liable to all creditors of the Trust for all liabilities of the Trust to the same extent as it would be if the Trust constituted a partnership under the Delaware Revised Uniform Limited Partnership Act and Transferor were a general partner thereof (to the extent Transferred Assets remaining after Investor Certificateholders have been paid in full are insufficient to pay such losses, claims, damages or liabilities). Notwithstanding anything to the contrary herein, any such creditor shall be a third party beneficiary of this Section 7.

Indemnification by Transferor. Subject to the limitations set forth in Sections 7.01 and 7.04, Transferor hereby agrees to shall indemnify the Trust, Trustee, each Holder of a Series 1996-1 Certificate and each of the successors, permitted transferees hold harmless Acquirer and assigns of any such Person and all its officers, directors, shareholders, controlling Persons, employees, affiliates agents, permitted assigns, Affiliates and agents of any of the foregoing successors thereof from, against, for and in respect of: (each of the foregoing Persons individually being called a "Transferor Indemnified Party"), forthwith on demand, from and against a) any and all damages, losses, claims settlement payments, obligations, liabilities, claims, actions or causes of action and encumbrances (whether on account of settlements or otherwisecollectively, and whether or not the relevant Indemnified Party is a party to any action or proceeding that gives rise to any Transferor Indemnified Losses (as defined below)), judgments, liabilities and related reasonable costs and expenses (including reasonable attorneys' fees and disbursements) (all of the foregoing collectively being called "Transferor Indemnified LossesLOSSES") awarded against suffered, sustained, incurred or incurred required to be paid by Acquirer and arising from the breach of any written representation, warranty, agreement or covenant of them that arise out of or relate to Transferor's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document. Notwithstanding the foregoing (and with respect to clause (ii) below, without prejudice to the rights that the Trustee may have pursuant to the other provisions of this Agreement Transferor or the provisions of any of the other Transaction Documents), in no event shall any Transferor Indemnified Party be indemnified against any Transferor Indemnified Losses (i) resulting from gross negligence or willful misconduct on the part of such Transferor Indemnified Party (or the gross negligence or willful misconduct on the part of any of such Indemnified Party's officers, directors, employees, affiliates or agents), (ii) to the extent the same include Transferor Indemnified Losses in respect of Receivables and reimbursement therefor that would constitute credit recourse to Transferor for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, (iii) to the extent such Indemnified Losses are or result from lost profits (other than any prepayment premium or breakage fee), or (iv) to the extent such Indemnified Losses are or result from taxes asserted with respect to (A) distributions on the Investor Certificates (other than any withholding taxes, if and to the extent that (a) such withholding taxes should have been (but in fact were not) withheld and paid over by the Trust to the relevant taxing authority, (b) such taxing authority asserts a claim for such withholding taxes against the Trust or the Transferor, and (c) the assets of the Trust are insufficient to satisfy such claim at the time a final determination is made that such withholding taxes are due and payable) and (B) federal or other income taxes on or measured by the net income of such Indemnified Party. If for any reason the indemnification provided Company contained in this section is unavailable to a Transferor Indemnified Party or is insufficient to hold a Transferor Indemnified Party harmlessAgreement, then Transferor shall contribute to the amount paid by such Transferor Indemnified Party as a result of any loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Transferor Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault (if any) of such Transferor Indemnified Party and Transferor and any other relevant equitable considerations. Notwithstanding any provisions contained in any Transaction Document to the contrary, Transferor shall not, and shall not be obligated to, pay any amount pursuant to this Section unless and except to the extent that the Transferor has funds available to pay such amounts or funds are allocated thereafter to same result in a reduction in the Transferor Purchase Price pursuant to the penultimate paragraph of Section 4.3 2.02; (b) all customary costs and expenses (including, without limitation, customary attorneys' fees, interest and penalties) incurred by Acquirer in connection with any action, suit, proceeding, demand, assessment or priority sixth of Section 4.4 of this Supplement. Any amount which Transferor does not pay pursuant judgment incident to the operation any of the preceding sentence shall not constitute a claim matters indemnified against in this Section 7.02; (c) any Losses arising from any cleanup or other remediation of or arising from any cleanup, removal, containment or other remediation (collectively, "CLEANUP") required by applicable law or regulation of, or any other damage arising from, any Hazardous Substance, Cleanup or breach of Environmental Law; and (d) any Losses arising from or in connection with the maintenance by Transferor, the Company or any affiliate of Transferor of any employee benefit plan (as defined in Sec. 101 Section 3(3) of ERISA), or by reason of the Bankruptcy Code) against or corporate obligation of Transferor for Company's contractual arrangement with the Administaff Companies, Inc. (the "CLIENT SERVICE AGREEMENT"), including, without limitation, any such insufficiency.liability to the Pension Benefit Guaranty Corporation, the IRS, a Multiemployer Plan or

Indemnification by Transferor. The Transferor hereby agrees to pay, and to indemnify and hold harmless, the TrustDeal Agent, each Purchaser, the Trustee and the Collateral Trustee and each officer, director, employee and agent thereof from (a) all claims, disputes, damages, penalties and losses arising from the entering into or management of Leases or the acquisition, management or operation of the related Equipment (including any product warranty-related claims, but excluding losses arising out of a lessee's failure to make timely lease payments or other credit losses) or the transactions contemplated by this Supplement or the subject matter thereof, (b) any taxes which may at any time be asserted in respect of this transaction or the subject matter thereof (including, without limitation, any sales, gross receipts, general corporation, personal property, privilege or license taxes, but not including taxes imposed upon the Deal Agent, any such Purchaser, the Trustee or the Collateral Trustee with respect to its income arising out of this transaction and imposed in any jurisdiction) and (c) costs, expenses and reasonable counsel fees in defending against the same, whether arising by reason of the acts to be performed by the Transferor or the Servicer hereunder or imposed against the Deal Agent, any Purchaser, the Trustee, each Holder the Collateral Trustee or any officer, director, employee or agent thereof, or the Transferor, the property involved or otherwise (regardless of a Series 1996-1 Certificate and each of whether the successorsDeal Agent, permitted transferees and assigns of the Trustee, any such Person and all officersPurchaser, directorsor any officer, shareholders, controlling Persons, employees, affiliates and agents of any of the foregoing (each of the foregoing Persons individually being called a "Transferor Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlements employee or otherwise, and whether or not the relevant Indemnified Party director thereof is a party thereto); provided, however, that the Transferor shall not be liable to or indemnify or hold harmless the Deal Agent, each Purchaser, the Trustee or the Collateral Trustee and each officer, director and employee or agent thereof as to any action claims, disputes, damages, penalties and losses suffered or proceeding that gives rise to any Transferor Indemnified Losses (as defined below)), judgments, liabilities and related reasonable costs and expenses (including reasonable attorneys' fees and disbursements) (all sustained by reason of the foregoing collectively being called "Transferor Indemnified Losses") awarded against or incurred by any of them that arise out of or relate to Transferor's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document. Notwithstanding the foregoing (and with respect to clause (ii) below, without prejudice to the rights that the Trustee may have pursuant to the other provisions of this Agreement or the provisions of any of the other Transaction Documents), in no event shall any Transferor Indemnified Party be indemnified against any Transferor Indemnified Losses (i) resulting from gross negligence or willful misconduct on the part of such Transferor Indemnified Party (the Deal Agent, each Purchaser, the Trustee or the gross negligence Collateral Trustee, as the case may be, or willful misconduct on the part of any of such Indemnified Party's their respective officers, directors, employees, affiliates employees or agents), (ii) to the extent the same include Transferor Indemnified Losses in respect of Receivables and reimbursement therefor that would constitute credit recourse to Transferor for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, (iii) to the extent such Indemnified Losses are or result from lost profits (other than any prepayment premium or breakage fee), or (iv) to the extent such Indemnified Losses are or result from taxes asserted with respect to (A) distributions on the Investor Certificates (other than any withholding taxes, if and to the extent that (a) such withholding taxes should have been (but in fact were not) withheld and paid over by the Trust to the relevant taxing authority, (b) such taxing authority asserts a claim for such withholding taxes against the Trust or the Transferor, and (c) the assets of the Trust are insufficient to satisfy such claim at the time a final determination is made that such withholding taxes are due and payable) and (B) federal or other income taxes on or measured by the net income of such Indemnified Party. If for any reason the indemnification provided in this section is unavailable to a Transferor Indemnified Party or is insufficient to hold a Transferor Indemnified Party harmless, then Transferor shall contribute to the amount paid by such Transferor Indemnified Party as a result of any loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Transferor Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault (if any) of such Transferor Indemnified Party and Transferor and any other relevant equitable considerations. Notwithstanding any provisions contained in any Transaction Document to the contrary, Transferor shall not, and shall not be obligated to, pay any amount pursuant to this Section unless and to the extent that the Transferor has funds available to pay such amounts or funds are allocated thereafter to the Transferor pursuant to the penultimate paragraph of Section 4.3 or priority sixth of Section 4.4 of this Supplement. Any amount which Transferor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Sec. 101 of the Bankruptcy Code) against or corporate obligation of Transferor for any such insufficiency.

Indemnification by Transferor. The Transferor hereby agrees to pay, and to indemnify and hold harmless, the TrustAdministrative Agent, each Purchaser, the Arranger, the Trustee and the Collateral Trustee and each officer, director, employee and agent thereof from (a) all claims, disputes, damages, penalties and losses arising from the entering into or management of Leases or the acquisition, management or operation of the related Equipment (including any product warranty-related claims, but excluding losses arising out of a lessee's failure to make timely lease payments or other credit losses) or the transactions contemplated by this Supplement or the subject matter thereof, (b) any taxes which may at any time be asserted in respect of this transaction or the subject matter thereof (including, without limitation, any sales, gross receipts, general corporation, personal property, privilege or license taxes, but not including taxes imposed upon the Administrative Agent, any such Purchaser, the Arranger, the Trustee or the Collateral Trustee with respect to its income arising out of this transaction and imposed in any jurisdiction) and (c) costs, expenses and reasonable counsel fees in defending against the same, whether arising by reason of the acts to be performed by the Transferor or the Servicer hereunder or imposed against the Administrative Agent, any Purchaser, the Arranger, the Trustee, each Holder the Collateral Trustee or any officer, director, employee or agent thereof, or the Transferor, the property involved or otherwise (regardless of a Series 1996-1 Certificate and each of whether the successorsAdministrative Agent, permitted transferees and assigns of the Trustee, any such Person and all officersPurchaser, directorsthe Arranger or any officer, shareholders, controlling Persons, employees, affiliates and agents of any of the foregoing (each of the foregoing Persons individually being called a "Transferor Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlements employee or otherwise, and whether or not the relevant Indemnified Party director thereof is a party thereto); provided, however, that the Transferor shall not be liable to or indemnify or hold harmless the Administrative Agent, each Purchaser, the Arranger, the Trustee or the Collateral Trustee and each officer, director and employee or agent thereof as to any action claims, disputes, damages, penalties and losses suffered or proceeding that gives rise to any Transferor Indemnified Losses (as defined below)), judgments, liabilities and related reasonable costs and expenses (including reasonable attorneys' fees and disbursements) (all sustained by reason of the foregoing collectively being called "Transferor Indemnified Losses") awarded against or incurred by any of them that arise out of or relate to Transferor's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document. Notwithstanding the foregoing (and with respect to clause (ii) below, without prejudice to the rights that the Trustee may have pursuant to the other provisions of this Agreement or the provisions of any of the other Transaction Documents), in no event shall any Transferor Indemnified Party be indemnified against any Transferor Indemnified Losses (i) resulting from gross negligence or willful misconduct on the part of such Transferor Indemnified Party (the Administrative Agent, each Purchaser, the Arranger, the Trustee or the gross negligence Collateral Trustee, as the case may be, or willful misconduct on the part of any of such Indemnified Party's their respective officers, directors, employees, affiliates employees or agents), (ii) to the extent the same include Transferor Indemnified Losses in respect of Receivables and reimbursement therefor that would constitute credit recourse to Transferor for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, (iii) to the extent such Indemnified Losses are or result from lost profits (other than any prepayment premium or breakage fee), or (iv) to the extent such Indemnified Losses are or result from taxes asserted with respect to (A) distributions on the Investor Certificates (other than any withholding taxes, if and to the extent that (a) such withholding taxes should have been (but in fact were not) withheld and paid over by the Trust to the relevant taxing authority, (b) such taxing authority asserts a claim for such withholding taxes against the Trust or the Transferor, and (c) the assets of the Trust are insufficient to satisfy such claim at the time a final determination is made that such withholding taxes are due and payable) and (B) federal or other income taxes on or measured by the net income of such Indemnified Party. If for any reason the indemnification provided in this section is unavailable to a Transferor Indemnified Party or is insufficient to hold a Transferor Indemnified Party harmless, then Transferor shall contribute to the amount paid by such Transferor Indemnified Party as a result of any loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Transferor Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault (if any) of such Transferor Indemnified Party and Transferor and any other relevant equitable considerations. Notwithstanding any provisions contained in any Transaction Document to the contrary, Transferor shall not, and shall not be obligated to, pay any amount pursuant to this Section unless and to the extent that the Transferor has funds available to pay such amounts or funds are allocated thereafter to the Transferor pursuant to the penultimate paragraph of Section 4.3 or priority sixth of Section 4.4 of this Supplement. Any amount which Transferor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Sec. 101 of the Bankruptcy Code) against or corporate obligation of Transferor for any such insufficiency.

Indemnification by Transferor. (a) Transferor hereby agrees to indemnify the Trust, Trustee, each Holder of a Series 1996-1 Certificate Trustee and each of the successors, permitted transferees and assigns of any such Person and all officers, directors, page 55 shareholders, controlling Persons, employees, affiliates and agents of any of the foregoing (each of the foregoing Persons individually being called a an "Transferor Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlements settlement or otherwise, and whether or not the relevant Indemnified Party is a party to any action or proceeding that gives rise to any Transferor Indemnified Losses (as defined below)), judgments, liabilities and related reasonable costs and expenses (including reasonable attorneys' fees and disbursements) (all of the foregoing collectively being called "Transferor Indemnified Losses") awarded against or incurred by any of them that arise out of or relate to Transferor's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document. Notwithstanding the foregoing (and with respect to clause (ii) below, without prejudice to the rights that the Trustee may have pursuant to the other provisions of this Agreement or the provisions of any of the other Transaction Documents)foregoing, in no event shall any Transferor Indemnified Party be indemnified against any Transferor Indemnified Losses (ia) resulting from gross negligence or willful misconduct on the part of such Transferor Indemnified Party (or the gross negligence or willful misconduct on the part of any of such Indemnified Party's its officers, directors, employees, affiliates or agents), (iib) to the extent the same they include Transferor Indemnified Losses in respect of Receivables and reimbursement therefor that would constitute credit recourse to Transferor for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, (iiic) to the extent such Indemnified Losses they are or result from lost profits profits, (other than any prepayment premium or breakage fee), or (ivd) to the extent such Indemnified Losses they are or result from taxes (including interest and penalties thereon) asserted with respect to (Ai) distributions on the Investor Certificates Certificates, (ii) franchise or withholding taxes imposed on any Indemnified Party other than any withholding taxes, if and to the extent that (a) such withholding taxes should have been (but in fact were not) withheld and paid over by the Trust to the relevant taxing authority, (b) such taxing authority asserts a claim for such withholding taxes against the Trust or the Transferor, and Trustee in its capacity as Trustee or (c) the assets of the Trust are insufficient to satisfy such claim at the time a final determination is made that such withholding taxes are due and payable) and (Biii) federal or other income taxes on or measured by the net income of such the Indemnified PartyParty and costs and expenses in defending against the same, or (e) to the extent that they constitute consequential, special or punitive damages. If for any reason the indemnification provided in this section Section is unavailable to a Transferor an Indemnified Party or is insufficient to hold a Transferor Indemnified Party it harmless, then Transferor shall contribute to the amount paid by such Transferor the Indemnified Party as a result of any loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Transferor the Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault of the Indemnified Party (if any) of such Transferor Indemnified Party and Transferor and any other relevant equitable considerationsconsideration. Notwithstanding any provisions contained in any Transaction Document to the contrary, Transferor shall not, and shall not be obligated to, pay any amount pursuant to this Section 7.3(a) unless and to the extent that the Transferor has funds available to pay such amounts or funds are allocated thereafter to the Transferor for such payment pursuant to the penultimate paragraph provisions of Section 4.3 a Supplement or priority sixth PI Agreement governing page 56 the allocation of Section 4.4 of this Supplementfunds in the Master Collection Account. Any amount which Transferor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Sec. 101 ss.101 of the Bankruptcy Code) against or corporate obligation of Transferor for any such insufficiency. (b) Transferor shall be directly liable to all creditors of the Trust (but not to the Trust, Trustee, Investor Certificateholders or Purchasers in such capacities) and to the extent of any indemnities arising under the Transaction Documents, any other Person identified as a Person to be indemnified by Transferor pursuant to the Transaction Documents, for all liabilities of the Trust to the same extent as it would be if the Trust constituted a partnership under Delaware law and Transferor were a general partner thereof (to the extent Transferred Assets remaining after Investor Certificateholders and Purchasers have been paid in full are insufficient to pay such losses, claims, damages or liabilities). Notwithstanding anything to the contrary herein, any such creditor shall be a third party beneficiary of this Section 7.

Indemnification by Transferor. Transferor hereby agrees to indemnify the Trust, Trustee, the Agent, each Holder of a Series 19961998-1 Certificate and each of the successors, permitted transferees and assigns of any such Person and all officers, directors, shareholders, controlling Persons, employees, affiliates and agents of any of the foregoing (each of the foregoing Persons (other than the Transferor) individually being called a "Transferor Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlements or otherwise, and whether or not the relevant Transferor Indemnified Party is a party to any action or proceeding that gives rise to any Transferor Indemnified Losses (as defined below)), judgments, liabilities and related reasonable costs and expenses (including reasonable attorneys' fees and disbursementsAttorney Costs) (all of the foregoing collectively being called "Transferor Indemnified Losses") awarded against or incurred by any of them that arise out of or relate to Transferor's performance of, or failure to performthis Agreement, any other Transaction Document or any of its obligations under the transactions contemplated herein or in connection with therein or the use of proceeds herefrom or therefrom (including without limitation any Transaction DocumentTransferor Indemnified Losses relating to any Adverse Claim, without regard to whether such Adverse Claim was a Permitted Adverse Claim). Notwithstanding the foregoing (and with respect to clause (ii) below, without prejudice to the rights that the Trustee may have pursuant to the other provisions of this Agreement or the provisions of any of the other Transaction Documents)foregoing, in no event shall any Transferor Indemnified Party be indemnified against for any Transferor Indemnified Losses (i) resulting from gross negligence or willful misconduct on the part of such Transferor Indemnified Party (or the gross negligence or willful misconduct on the part of any of such Indemnified Party's its officers, directors, employees, affiliates or agents), (ii) to the extent the same they include Transferor Indemnified Losses in respect of Receivables and reimbursement therefor that would constitute credit recourse to Transferor for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, or (iii) to the extent such Indemnified Losses are or result from lost profits (other than any prepayment premium or breakage fee), or (iv) to the extent such Indemnified Losses they are or result from taxes (including interest and penalties thereon) asserted with respect to (A) distributions on the Investor Certificates Series 1998-1 Certificates, (B) franchise or withholding taxes imposed on any Transferor Indemnified Party other than any withholding taxes, if and to the extent that (a) such withholding taxes should have been (but in fact were not) withheld and paid over by the Trust to the relevant taxing authority, (b) such taxing authority asserts a claim for such withholding taxes against the Trust or the TransferorTrustee in its capacity as Trustee, and or (c) the assets of the Trust are insufficient to satisfy such claim at the time a final determination is made that such withholding taxes are due and payable) and (BC) federal or other income taxes on or measured by the net income of such Transferor Indemnified PartyParty and costs and expenses in defending against the same. If for any reason the indemnification provided in this section is unavailable to a Transferor Indemnified Party or is insufficient to hold a Transferor Indemnified Party harmless, then Transferor shall contribute to the amount paid by such the Transferor Indemnified Party as a result of any loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such the Transferor Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault (if any) of such the Transferor Indemnified Party and Transferor and any other relevant equitable considerations. Notwithstanding any provisions contained in any Transaction Document to the contrary, Transferor shall not, and shall not be obligated to, pay any amount pursuant to this Section unless and to the extent that the Transferor has funds available to pay such amounts or funds are allocated thereafter to the Transferor for such payment pursuant to the penultimate paragraph of Section 4.3 or priority sixth of Section 4.4 Article IV of this Supplement. Any amount which Transferor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Sec. Section 101 of the Bankruptcy Code) against or corporate obligation of Transferor for any such insufficiency.

Indemnification by Transferor. (a) Transferor hereby agrees to indemnify the Trust, Trustee, each Holder of a Series 1996-1 Certificate and each of the successors, permitted transferees and assigns of any such Person and all officers, directors, shareholders, controlling Persons, employees, affiliates and agents of any of the foregoing (each of the foregoing Persons individually being called a "Transferor Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlements or otherwise, and whether or not the relevant Indemnified Party is a party to any action or proceeding that gives rise to any Transferor Indemnified Losses (as defined below)), judgments, liabilities and related reasonable costs and expenses (including reasonable attorneys' fees and disbursements) (all of the foregoing collectively being called "Transferor Indemnified Losses") awarded against or incurred by any of them that arise out of or relate to Transferor's performance ofthis Agreement, any other Transaction Document or any of the transactions contemplated herein or therein or the use of proceeds herefrom or therefrom (including without limitation any Transferor Indemnified Losses (i) relating to any Adverse Claim, without regard to whether such Adverse Claim was a Permitted Adverse Claim, or (ii) arising from any failure to perform, make any filing or obtain any consent as required by the Federal Assignment of its obligations under or in connection Claims Act with respect to any Transaction DocumentReceivables). Notwithstanding the foregoing (and with respect to clause (ii) below, without prejudice to the rights that the Trustee may have pursuant to the other provisions of this Agreement or the provisions of any of the other Transaction Documents)foregoing, in no event shall any Transferor Indemnified Party be indemnified against for any Transferor Indemnified Losses (i) resulting from gross negligence or willful misconduct on the part of such Transferor Indemnified Party (or the gross negligence or willful misconduct on the part of any of such Indemnified Party's its officers, directors, employees, affiliates or agents), or the breach by such Transferor Indemnified Party of its obligations under any Transaction Document, (ii) to the extent the same they include Transferor Indemnified Losses in respect of Receivables and reimbursement therefor that would constitute credit recourse to Transferor for the amount of any Receivable or Related Transferred Asset not paid by the related ObligorObligor (it being understood and agreed that the Transferor's liability for the return of funds distributed to it on a day when the Net Invested Amount exceeded the Base Amount shall not constitute credit recourse), (iii) to the extent such Indemnified Losses they are or result from lost profits (other than any prepayment premium or breakage fee)profits, or (iv) to the extent such Indemnified Losses they are or result from taxes (including interest and penalties thereon) asserted with respect to (A) distributions on the Investor Certificates Series 1996-1 Certificates, (B) franchise or withholding taxes imposed on any Transferor Indemnified Party other than any withholding taxes, if and to the extent that (a) such withholding taxes should have been (but in fact were not) withheld and paid over by the Trust to the relevant taxing authority, (b) such taxing authority asserts a claim for such withholding taxes against the Trust or the TransferorTrustee in its capacity as Trustee, and or (c) the assets of the Trust are insufficient to satisfy such claim at the time a final determination is made that such withholding taxes are due and payable) and (BC) federal or other income taxes on or measured by the net income of such Transferor Indemnified PartyParty (other than franchise taxes imposed on the Trust) and costs and expenses in defending against the same, or (v) to the extent they constitute consequential, special or punitive damages. If for any reason the indemnification provided in this section is unavailable to a Transferor Indemnified Party or is insufficient to hold a Transferor Indemnified Party harmless, then Transferor shall contribute to the amount paid by such Transferor Indemnified Party as a result of any loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Transferor Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault (if any) of such Transferor Indemnified Party and Transferor and any other relevant equitable considerations. Notwithstanding any provisions contained in any Transaction Document to the contrary, Transferor shall not, and shall not be obligated to, pay any amount pursuant to this Section unless and to the extent that the Transferor has funds available to pay such amounts or funds are allocated thereafter to the Transferor for such payment pursuant to the penultimate paragraph of Section 4.3 or priority sixth of Section 4.4 Article IV of this Supplement. Any amount which Transferor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Sec. 101 ss.101 of the Bankruptcy Code) against or corporate obligation of Transferor for any such insufficiency. (b) If any action, suit, proceeding or investigation is commenced, as to which a Transferor Indemnified Party proposes to demand indemnification, it shall notify the Transferor with reasonable promptness; provided, however, that any failure by such Transferor Indemnified Party to notify the Transferor shall not relieve the Transferor from its obligations hereunder (except to the extent that the Transferor is prejudiced by such failure to promptly notify). The Transferor shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Transferor Indemnified Party.

Indemnification by Transferor. Without limiting any other ----------------------------- rights which any Indemnified Party may have hereunder or under applicable law, Transferor hereby agrees to indemnify and hold harmless the Trust, Trustee, (Servicer, if other than a Related Person) and each Holder of a Series 1996-1 Certificate Certificateholder and each of the successors, permitted transferees and assigns of any such Person and all officers, directors, shareholders, controlling Persons, employees, affiliates and agents of any of the foregoing (each of the foregoing Persons being individually being called a an "Transferor Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlements settlement or otherwise, and whether or not the relevant Indemnified Party is a party to any action or proceeding that gives rise to any Transferor Indemnified Losses (as defined below)), judgments, liabilities and related reasonable costs and expenses (including reasonable attorneys' fees and disbursements) (all of the foregoing being collectively being called "Transferor Indemnified Losses") awarded against or incurred by any of them that arise to the extent arising out of or relate relating to Transferor's performance of, or failure to perform, any of its obligations under or in connection with this Agreement, any other Transaction DocumentDocument or any of the transactions contemplated herein or therein or the use of proceeds herefrom or therefrom. Notwithstanding the foregoing (and with respect to clause (iib) below, ---------- without prejudice to the rights that the Trustee may have pursuant to the other provisions of this Agreement or the provisions of any of the other Transaction Documents), in no event shall any Transferor Indemnified Party be indemnified against any Transferor Indemnified Losses (ia) resulting from gross negligence or willful misconduct on the part of such Transferor Indemnified Party (or the gross negligence or willful misconduct on the part of any of such Indemnified Party's officers, directors, employees, affiliates or agents), (iib) to the extent the same include Transferor Indemnified Losses in respect of Receivables and reimbursement therefor that would constitute credit recourse to Transferor for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, (iiic) to the extent such Indemnified Losses are or result from lost profits (or other than any prepayment premium or breakage fee)consequential damage, or (ivd) to the extent such Indemnified Losses are or result from taxes asserted with respect to (Ai) distributions on the Investor Certificates (other than any withholding taxes, if and to the extent that (aA) such withholding taxes should have been (but in fact were not) withheld and paid over by the Trust to the relevant taxing authority, (bB) such taxing authority asserts a claim for such withholding taxes against the Trust or the Transferor, and (cC) the assets of the Trust are insufficient to satisfy such claim at the time a final determination is made that such withholding taxes are due and payable) and (Bii) federal or other income taxes on or measured by the net income of such Indemnified Party. If for any reason the indemnification provided in this section Section is unavailable to a Transferor an Indemnified Party or is insufficient to hold a Transferor Indemnified Party it harmless, then Transferor shall contribute to the amount paid by such Transferor the Indemnified Party as a result of any such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Transferor Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault of such Indemnified Party (if any) of such Transferor Indemnified Party and Transferor and any other relevant equitable considerations. Notwithstanding any provisions contained in any Transaction Document to the contrary, Transferor shall not, and shall not be obligated to, pay any amount pursuant to this Section unless and to the extent that the Transferor has funds available to pay such amounts or funds are allocated thereafter to the Transferor pursuant to the penultimate paragraph of Section 4.3 or priority sixth of Section 4.4 of this Supplement. Any amount which Transferor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Sec. 101 of the Bankruptcy Code) against or corporate obligation of Transferor for any such insufficiencyconsideration.

Indemnification by Transferor. Transferor hereby agrees to indemnify the Trust, Trustee, the Initial Purchasers, each Holder of a Series 19961998-1 3 Certificate and each of the successors, permitted transferees and assigns of any such Person and all officers, directors, shareholders, controlling Persons, employees, affiliates and agents of any of the foregoing (each of the foregoing Persons (other than the Transferor) individually being called a "Transferor Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlements or otherwise, and whether or not the relevant Transferor Indemnified Party is a party to any action or proceeding that gives rise to any Transferor Indemnified Losses (as defined below)), judgments, liabilities and related reasonable costs and expenses (including reasonable attorneys' fees and disbursementsAttorney Costs) (all of the foregoing collectively being called "Transferor Indemnified Losses") awarded against or incurred by any of them that arise out of or relate to Transferor's performance of, or failure to performthis Agreement, any other Transaction Document or any of its obligations under the transactions contemplated herein or in connection with therein or the use of proceeds herefrom or therefrom (including without limitation any Transaction DocumentTransferor Indemnified Losses relating to any Adverse Claim, without regard to whether such Adverse Claim was a Permitted Adverse Claim). Notwithstanding the foregoing (and with respect to clause (ii) below, without prejudice to the rights that the Trustee may have pursuant to the other provisions of this Agreement or the provisions of any of the other Transaction Documents)foregoing, in no event shall any Transferor Indemnified Party be indemnified against for any Transferor Indemnified Losses (i) resulting from gross negligence or willful misconduct on the part of such Transferor Indemnified Party (or the gross negligence or willful misconduct on the part of any of such Indemnified Party's its officers, directors, employees, affiliates or agents), (ii) to the extent the same they include Transferor Indemnified Losses in respect of Receivables and reimbursement therefor that would constitute credit recourse to Transferor for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, or (iii) to the extent such Indemnified Losses are or result from lost profits (other than any prepayment premium or breakage fee), or (iv) to the extent such Indemnified Losses they are or result from taxes (including interest and penalties thereon) asserted with respect to (A) distributions on the Investor Certificates Series 1998-3 Certificates, (B) franchise or withholding taxes imposed on any Transferor Indemnified Party other than any withholding taxes, if and to the extent that (a) such withholding taxes should have been (but in fact were not) withheld and paid over by the Trust to the relevant taxing authority, (b) such taxing authority asserts a claim for such withholding taxes against the Trust or the TransferorTrustee in its capacity as Trustee, and or (c) the assets of the Trust are insufficient to satisfy such claim at the time a final determination is made that such withholding taxes are due and payable) and (BC) federal or other income taxes on or measured by the net income of such Transferor Indemnified PartyParty and costs and expenses in defending against the same. If for any reason the indemnification provided in this section is unavailable to a Transferor Indemnified Party or is insufficient to hold a Transferor Indemnified Party harmless, then Transferor shall contribute to the amount paid by such the Transferor Indemnified Party as a result of any loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such the Transferor Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault (if any) of such the Transferor Indemnified Party and Transferor and any other relevant equitable considerations. Notwithstanding any provisions contained in any Transaction Document to the contrary, Transferor shall not, and shall not be obligated to, pay any amount pursuant to this Section unless and to the extent that the Transferor has funds available to pay such amounts or funds are allocated thereafter to the Transferor for such payment pursuant to the penultimate paragraph of Section 4.3 or priority sixth of Section 4.4 Article IV of this Supplement. Any amount which Transferor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Sec. 101 SECTION101 of the Bankruptcy Code) against or corporate obligation of Transferor for any such insufficiency.

Indemnification by Transferor. (a) Transferor hereby agrees to indemnify the Trust, Trustee, each Holder of a Series 1996-1 Certificate Trustee and each of the successors, permitted transferees and assigns of any such Person and all officers, directors, shareholders, controlling Persons, employees, affiliates and agents of any of the foregoing (each of the foregoing Persons individually being called a "Transferor other Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlements or otherwise, and whether or not the relevant Indemnified Party is a party to any action or proceeding that gives rise to any Transferor Indemnified Losses (as defined below)), judgments, liabilities and related reasonable costs and expenses (including reasonable attorneys' fees and disbursements) (all of the foregoing collectively being called "Transferor Indemnified Losses") awarded against or incurred by any of them that arise out of or relate to Transferor's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document. Notwithstanding the foregoing (and with respect to clause (ii) below, without prejudice to the rights that the Trustee may have pursuant to the other provisions of this Agreement or the provisions of any of the other Transaction Documents)foregoing, in no event shall any Transferor Indemnified Party be indemnified against any Transferor Indemnified Losses (ia) resulting from gross negligence or willful misconduct on the part of such Transferor Indemnified Party (or the gross negligence or willful misconduct on the part of any of such Indemnified Party's its officers, directors, employees, affiliates or agents), (iib) to the extent the same they include Transferor Indemnified Losses in respect of Receivables and reimbursement therefor that would constitute credit recourse to Transferor for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, (iiic) to the extent such Indemnified Losses they are or result from lost profits profits, (other than any prepayment premium or breakage fee), or (ivd) to the extent such Indemnified Losses they are or result from taxes (including interest and penalties thereon) asserted with respect to (Ai) distributions on the Investor Certificates Certificates, (ii) franchise or withholding taxes imposed on any Indemnified Party other than any withholding taxes, if and to the extent that (a) such withholding taxes should have been (but in fact were not) withheld and paid over by the Trust to the relevant taxing authority, (b) such taxing authority asserts a claim for such withholding taxes against the Trust or the Transferor, and Trustee in its capacity as Trustee or (c) the assets of the Trust are insufficient to satisfy such claim at the time a final determination is made that such withholding taxes are due and payable) and (Biii) federal or other income taxes on or measured by the net income of such the Indemnified PartyParty and costs and expenses in defending against the same, or (e) to the extent that they constitute consequential, special or punitive damages. If for any reason the indemnification provided in this section Section is unavailable to a Transferor an Indemnified Party or is insufficient to hold a Transferor Indemnified Party it harmless, then Transferor shall contribute to the amount paid by such Transferor the Indemnified Party as a result of any loss, claim, damage damage, judgment, cost, expense or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Transferor the Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault of the Indemnified Party (if any) of such Transferor Indemnified Party and Transferor and any other relevant equitable considerationsconsideration. Notwithstanding any provisions contained in any Transaction Document to the contrary, Transferor shall not, and shall not be obligated to, pay any amount pursuant to this Section unless and to the extent that the Transferor has funds available to pay such amounts or funds are allocated thereafter to the Transferor for such payment pursuant to the penultimate paragraph provisions of Section 4.3 a Supplement or priority sixth PI Agreement governing the allocation of Section 4.4 of this Supplementfunds in the Master Collection Account. Any amount which Transferor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Sec. Section 101 of the Bankruptcy Code) against or corporate obligation of Transferor for any such insufficiency. (b) Transferor shall be liable to all creditors of the Trust (but not to the Trust, Trustee, Investor Certificateholders or Purchasers) for all liabilities of the

Indemnification by Transferor. Transferor hereby agrees to indemnify the Trust, Trustee, the Agent, each Holder of a Series 19961998-1 4 Certificate and each of the successors, permitted transferees and assigns of any such Person and all officers, directors, shareholders, controlling Persons, employees, affiliates and agents of any of the foregoing (each of the foregoing Persons (other than the Transferor) individually being called a "Transferor Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlements or otherwise, and whether or not the relevant Transferor Indemnified Party is a party to any action or proceeding that gives rise to any Transferor Indemnified Losses (as defined below)), judgments, liabilities and related reasonable costs and expenses (including reasonable attorneys' fees and disbursementsAttorney Costs) (all of the foregoing collectively being called "Transferor Indemnified Losses") awarded against or incurred by any of them that arise out of or relate to Transferor's performance of, or failure to performthis Agreement, any other Transaction Document or any of its obligations under the transactions contemplated herein or in connection with therein or the use of proceeds herefrom or therefrom (including without limitation any Transaction DocumentTransferor Indemnified Losses relating to any Adverse Claim, without regard to whether such Adverse Claim was a Permitted Adverse Claim). Notwithstanding the foregoing (and with respect to clause (ii) below, without prejudice to the rights that the Trustee may have pursuant to the other provisions of this Agreement or the provisions of any of the other Transaction Documents)foregoing, in no event shall any Transferor Indemnified Party be indemnified against for any Transferor Indemnified Losses (i) resulting from gross negligence or willful misconduct on the part of such Transferor Indemnified Party (or the gross negligence or willful misconduct on the part of any of such Indemnified Party's its officers, directors, employees, affiliates or agents), (ii) to the extent the same they include Transferor Indemnified Losses in respect of Receivables and reimbursement therefor that would constitute credit recourse to Transferor for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, or (iii) to the extent such Indemnified Losses are or result from lost profits (other than any prepayment premium or breakage fee), or (iv) to the extent such Indemnified Losses they are or result from taxes (including interest and penalties thereon) asserted with respect to (A) distributions on the Investor Certificates Series 1998-4 Certificates, (B) franchise or withholding taxes imposed on any Transferor Indemnified Party other than any withholding taxes, if and to the extent that (a) such withholding taxes should have been (but in fact were not) withheld and paid over by the Trust to the relevant taxing authority, (b) such taxing authority asserts a claim for such withholding taxes against the Trust or the TransferorTrustee in its capacity as Trustee, and or (c) the assets of the Trust are insufficient to satisfy such claim at the time a final determination is made that such withholding taxes are due and payable) and (BC) federal or other income taxes on or measured by the net income of such Transferor Indemnified PartyParty and costs and expenses in defending against the same. If for any reason the indemnification provided in this section is unavailable to a Transferor Indemnified Party or is insufficient to hold a Transferor Indemnified Party harmless, then Transferor shall contribute to the amount paid by such the Transferor Indemnified Party as a result of any loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such the Transferor Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault (if any) of such the Transferor Indemnified Party and Transferor and any other relevant equitable considerations. Notwithstanding any provisions contained in any Transaction Document to the contrary, Transferor shall not, and shall not be obligated to, pay any amount pursuant to this Section unless and to the extent that the Transferor has funds available to pay such amounts or funds are allocated thereafter to the Transferor for such payment pursuant to the penultimate paragraph of Section 4.3 or priority sixth of Section 4.4 Article IV of this Supplement. Any amount which Transferor does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Sec. Section 101 of the Bankruptcy Code) against or corporate obligation of Transferor for any such insufficiency.