Common use of Indemnification by Transferor Clause in Contracts

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 and each 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 called an "Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlement or otherwise, and whether or not the relevant Indemnified Party is a party to any action or proceeding that gives rise to any 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 called "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 Document 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 (b) 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 Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or willful misconduct on the part of such 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), (b) to the extent the same include 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, (c) to the extent such Indemnified Losses are or result from lost profits, or (d) to the extent such Indemnified Losses are or result from taxes asserted with respect to (i) 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 (ii) 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 an Indemnified Party or is insufficient to hold it harmless, then Transferor shall contribute to the amount paid by the Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault of such Indemnified Party (if any) and Transferor and any other relevant equitable consideration. 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 provisions of a Supplement governing the allocation of funds 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 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.

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 and Trustee, each Certificateholder 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 individually called an a "Transferor Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlement 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 collectively 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 Document or any of the transactions contemplated herein or therein or the use of proceeds herefrom or therefromDocument. Notwithstanding the foregoing (and with respect to clause (bii) 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 (ai) 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), (bii) 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, (ciii) to the extent such Indemnified Losses are or result from lost profitsprofits (other than any prepayment premium or breakage fee), or (div) to the extent such Indemnified Losses are or result from taxes asserted with respect to (iA) 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 (iiB) 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 an a Transferor Indemnified Party or is insufficient to hold it a Transferor Indemnified Party harmless, then Transferor shall contribute to the amount paid by the such Transferor Indemnified Party as a result of such 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 of such Indemnified Party (if any) of such Transferor Indemnified Party and Transferor and any other relevant equitable considerationconsiderations. 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 provisions penultimate paragraph of a Supplement governing the allocation Section 4.3 or priority sixth of funds in the Master Collection AccountSection 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 organizational corporate 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.

Indemnification by Transferor. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, The Transferor hereby agrees to pay, and to indemnify and hold harmless harmless, the TrustDeal Agent, each Purchaser, the Trustee and the Collateral Trustee and each Certificateholder officer, director, employee and each 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 successorsrelated Equipment (including any product warranty-related claims, permitted transferees and assigns 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 Person Purchaser, the Trustee or the Collateral Trustee with respect to its income arising out of this transaction and all officersimposed in any jurisdiction) and (c) costs, directorsexpenses and reasonable counsel fees in defending against the same, shareholders, controlling Persons, employees, affiliates and agents of any whether arising by reason of the foregoing acts to be performed by the Transferor or the Servicer hereunder or imposed against the Deal Agent, any Purchaser, the Trustee, the Collateral Trustee or any officer, director, employee or agent thereof, or the Transferor, the property involved or otherwise (each regardless of whether the foregoing Persons being individually called an "Indemnified Party")Deal Agent, forthwith on demandthe Trustee, from and against any and all damagesPurchaser, lossesor any officer, claims (whether on account of settlement 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 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 being collectively called "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 Document 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 (b) 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 Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or willful misconduct on the part of such 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), (b) to the extent the same include 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, (c) to the extent such Indemnified Losses are or result from lost profits, or (d) to the extent such Indemnified Losses are or result from taxes asserted with respect to (i) 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 (ii) 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 an Indemnified Party or is insufficient to hold it harmless, then Transferor shall contribute to the amount paid by the Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault of such Indemnified Party (if any) and Transferor and any other relevant equitable consideration. 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 provisions of a Supplement governing the allocation of funds 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 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.

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 and Trustee, the Agent, each Certificateholder Holder of a Series 1998-1 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 individually called an a "Transferor Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlement 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 collectively 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 Document or any of the transactions contemplated herein or therein or the use of proceeds herefrom or therefromtherefrom (including without limitation any Transferor 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 (b) 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 (ai) 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), (bii) 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 (ciii) to the extent such Indemnified Losses are or result from lost profits, or (d) to the extent such Indemnified Losses they are or result from taxes (including interest and penalties thereon) asserted with respect to (iA) 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 authoritySeries 1998-1 Certificates, (B) such taxing authority asserts a claim for such franchise or withholding taxes against imposed on any Transferor Indemnified Party other than 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 (ii) 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 section is unavailable to an a Transferor Indemnified Party or is insufficient to hold it a Transferor Indemnified Party harmless, then Transferor shall contribute to the amount paid by the Transferor Indemnified Party as a result of such 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 of such Indemnified Party (if any) of the Transferor Indemnified Party and Transferor and any other relevant equitable considerationconsiderations. 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 provisions Article IV of a Supplement governing the allocation of funds in the Master Collection Accountthis 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 organizational corporate 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.

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 and Trustee, the Initial Purchasers, each Certificateholder Holder of a Series 1998-3 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 individually called an a "Transferor Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlement 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 collectively 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 Document or any of the transactions contemplated herein or therein or the use of proceeds herefrom or therefromtherefrom (including without limitation any Transferor 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 (b) 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 (ai) 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), (bii) 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 (ciii) to the extent such Indemnified Losses are or result from lost profits, or (d) to the extent such Indemnified Losses they are or result from taxes (including interest and penalties thereon) asserted with respect to (iA) 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 authoritySeries 1998-3 Certificates, (B) such taxing authority asserts a claim for such franchise or withholding taxes against imposed on any Transferor Indemnified Party other than 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 (ii) 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 section is unavailable to an a Transferor Indemnified Party or is insufficient to hold it a Transferor Indemnified Party harmless, then Transferor shall contribute to the amount paid by the Transferor Indemnified Party as a result of such 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 of such Indemnified Party (if any) of the Transferor Indemnified Party and Transferor and any other relevant equitable considerationconsiderations. 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 provisions Article IV of a Supplement governing the allocation of funds in the Master Collection Accountthis 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 organizational corporate 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.

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, (Servicer, if other than a Related Person) and each 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 called an "Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlement or otherwise, and whether or not the relevant Indemnified Party is a party to any action or proceeding that gives rise to any 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 called "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 Document 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 (b) 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 Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or willful misconduct on the part of such 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), (b) to the extent the same include 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, (c) to the extent such Indemnified Losses are or result from lost profitsprofits or other consequential damage, or (d) to the extent such Indemnified Losses are or result from taxes asserted with respect to (i) 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 (ii) 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 an Indemnified Party or is insufficient to hold it harmless, then Transferor shall contribute to the amount paid by the Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault of such Indemnified Party (if any) and Transferor and any other relevant equitable consideration. 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 provisions of a Supplement governing the allocation of funds 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 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.

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 and each Certificateholder 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 individually called an "Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlement or otherwise, and whether or not the relevant Indemnified Party is a party to any action or proceeding that gives rise to any 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 collectively called "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 Document or any of the transactions contemplated herein or therein or the use of proceeds herefrom or therefromDocument. Notwithstanding the foregoing (and with respect to clause (b) 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 Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or willful misconduct on the part of such 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), (b) to the extent the same they include 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, (c) to the extent such Indemnified Losses they are or result from lost profits, or (d) to the extent such Indemnified Losses they are or result from taxes (including interest and penalties thereon) asserted with respect to (i) 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 (iiiii) 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 is unavailable to an Indemnified Party or is insufficient to hold it harmless, then Transferor shall contribute to the amount paid by the Indemnified Party as a result of such any loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such the Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault of such the Indemnified Party (if any) and Transferor and any other relevant equitable consideration. 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 provisions of a Supplement or PI Agreement governing page 56 the allocation of funds 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 organizational corporate 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.

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 and Trustee, the Agent, each Certificateholder Holder of a Series 1998-4 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 individually called an a "Transferor Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlement 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 collectively 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 Document or any of the transactions contemplated herein or therein or the use of proceeds herefrom or therefromtherefrom (including without limitation any Transferor 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 (b) 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 (ai) 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), (bii) 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 (ciii) to the extent such Indemnified Losses are or result from lost profits, or (d) to the extent such Indemnified Losses they are or result from taxes (including interest and penalties thereon) asserted with respect to (iA) 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 authoritySeries 1998-4 Certificates, (B) such taxing authority asserts a claim for such franchise or withholding taxes against imposed on any Transferor Indemnified Party other than 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 (ii) 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 section is unavailable to an a Transferor Indemnified Party or is insufficient to hold it a Transferor Indemnified Party harmless, then Transferor shall contribute to the amount paid by the Transferor Indemnified Party as a result of such 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 of such Indemnified Party (if any) of the Transferor Indemnified Party and Transferor and any other relevant equitable considerationconsiderations. 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 provisions Article IV of a Supplement governing the allocation of funds in the Master Collection Accountthis 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 organizational corporate 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.

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 and each 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 called an "other Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlement or otherwise, and whether or not the relevant Indemnified Party is a party to any action or proceeding that gives rise to any 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 called "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 Document or any of the transactions contemplated herein or therein or the use of proceeds herefrom or therefromDocument. Notwithstanding the foregoing (and with respect to clause (b) 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 Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or willful misconduct on the part of such 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), (b) to the extent the same they include 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, (c) to the extent such Indemnified Losses they are or result from lost profits, or (d) to the extent such Indemnified Losses they are or result from taxes (including interest and penalties thereon) asserted with respect to (i) 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 (iiiii) 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 is unavailable to an Indemnified Party or is insufficient to hold it harmless, then Transferor shall contribute to the amount paid by the Indemnified Party as a result of such 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 the Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault of such the Indemnified Party (if any) and Transferor and any other relevant equitable consideration. 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 provisions of a Supplement or PI Agreement governing the allocation of funds 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 organizational corporate 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.

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 and Trustee, each Certificateholder 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 individually called an a "Transferor Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlement 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 collectively 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 Document or any of the transactions contemplated herein or therein or the use of proceeds herefrom or therefromtherefrom (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 make any filing or obtain any consent as required by the Federal Assignment of Claims Act with respect to any Receivables). Notwithstanding the foregoing (and with respect to clause (b) 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 (ai) 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, (bii) 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), (ciii) to the extent such Indemnified Losses they are or result from lost profits, or (div) to the extent such Indemnified Losses they are or result from taxes (including interest and penalties thereon) asserted with respect to (iA) 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 authoritySeries 1996-1 Certificates, (B) such taxing authority asserts a claim for such franchise or withholding taxes against imposed on any Transferor Indemnified Party other than 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 (ii) 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 section is unavailable to an a Transferor Indemnified Party or is insufficient to hold it a Transferor Indemnified Party harmless, then Transferor shall contribute to the amount paid by the such Transferor Indemnified Party as a result of such 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 of such Indemnified Party (if any) of such Transferor Indemnified Party and Transferor and any other relevant equitable considerationconsiderations. 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 provisions Article IV of a Supplement governing the allocation of funds in the Master Collection Accountthis 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 organizational corporate 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.

Indemnification by Transferor. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, The Transferor hereby agrees to pay, and to indemnify and hold harmless harmless, the TrustAdministrative Agent, each Purchaser, the Arranger, the Trustee and the Collateral Trustee and each Certificateholder officer, director, employee and each 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 successorsrelated Equipment (including any product warranty-related claims, permitted transferees and assigns 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 Person Purchaser, the Arranger, the Trustee or the Collateral Trustee with respect to its income arising out of this transaction and all officersimposed in any jurisdiction) and (c) costs, directorsexpenses and reasonable counsel fees in defending against the same, shareholders, controlling Persons, employees, affiliates and agents of any whether arising by reason of the foregoing acts to be performed by the Transferor or the Servicer hereunder or imposed against the Administrative Agent, any Purchaser, the Arranger, the Trustee, the Collateral Trustee or any officer, director, employee or agent thereof, or the Transferor, the property involved or otherwise (each regardless of whether the foregoing Persons being individually called an "Indemnified Party")Administrative Agent, forthwith on demandthe Trustee, from and against any and all damagesPurchaser, lossesthe Arranger or any officer, claims (whether on account of settlement 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 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 being collectively called "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 Document 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 (b) 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 Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or willful misconduct on the part of such 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), (b) to the extent the same include 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, (c) to the extent such Indemnified Losses are or result from lost profits, or (d) to the extent such Indemnified Losses are or result from taxes asserted with respect to (i) 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 (ii) 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 an Indemnified Party or is insufficient to hold it harmless, then Transferor shall contribute to the amount paid by the Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and Transferor on the other hand, but also the relative fault of such Indemnified Party (if any) and Transferor and any other relevant equitable consideration. 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 provisions of a Supplement governing the allocation of funds 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 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.