Common use of Indemnification of the Seller Clause in Contracts

Indemnification of the Seller. the Backup Servicer, the Collateral Custodian, the Deal Agent and the Purchasers. The Servicer shall indemnify and hold harmless the Seller, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent and each Purchaser and their respective officers, directors, employees and agents (collectively, the "Indemnified Persons") from and against any loss, liability, expense, damage or injury suffered or sustained by any Indemnified Person by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, but excluding allocations of overhead expenses of any such Indemnified Party or other non-monetary damages of any such Indemnified Party. Notwithstanding the foregoing, the Servicer shall not indemnify an Indemnified Person if such loss, liability, expense, damage or injury results or arises (i) as a result of fraud, gross negligence or breach of fiduciary duty by such Indemnified Person; and (ii) under any Tax law, including without limitation any federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Seller, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent or the Purchasers in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 8.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. If for any reason the indemnification provided above in this Section 6.19 is unavailable to the Indemnified Person or is insufficient to hold an Indemnified Person harmless, then Servicer shall contribute to the amount paid or payable by such Indemnified Person 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 Person on the one hand and Servicer on the other hand but also the relative fault of such Indemnified Person as well as any other relevant equitable considerations. The parties hereto agree that the provisions of this Section 6.19 shall not be interpreted to provide recourse to the Seller against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, related Obligor on, any Pool Asset. Any indemnification pursuant to this Section shall not be payable from the Assets. The obligations of the Servicer under this Section 6.19 shall survive the resignation or removal of the Deal Agent, the Liquidity Agent, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnification of the Seller. the Backup ServicerManaging Facility ---------------------------------------------------- Agent, the Collateral CustodianAdministrative Agent, the Deal Agent Co-Administrative Agents and the Purchaserseach ---------------------------------------------------------------------- Purchaser. The Servicer shall indemnify and hold harmless the Seller, the Backup Servicer, the Collateral Custodian, the Deal --------- Managing Facility Agent, the Liquidity Administrative Agent and each Purchaser and their respective officers, directors, employees and agents (collectively, the "Indemnified Persons") from and against any loss, liability, expense, damage or injury suffered or sustained by any Indemnified Person by reason of any acts, omissions or alleged acts or omissions of the ServicerServicer with respect to activities of the Seller or the Purchasers for which the Servicer is responsible pursuant to this Agreement, including those arising from acts or omissions of the Servicer pursuant to this Agreement, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, but excluding allocations of overhead expenses of any such Indemnified Party or other non-monetary damages of any such Indemnified Party. Notwithstanding the foregoing, (i) the Servicer shall not indemnify an Indemnified Person the Seller, the Managing Facility Agent, the Administrative Agent, any Co-Administrative Agent or any Purchaser if such lossacts, liability, expense, damage omissions or injury results or arises (i) as a result of alleged acts constitute fraud, gross negligence or breach of fiduciary duty by such Indemnified Person; (ii) the Servicer shall not indemnify the Seller, the Managing Facility Agent, the Administrative Agent, the Co-Administrative Agents or any Purchaser for any liabilities, costs or expenses with respect to any action taken by or at the request of any Purchasers, the Managing Facility Agent, the Administrative Agent, any Co-Administrative Agent, any Co-Agent or any Agent; (iii) the Servicer shall not indemnify the Seller, the Managing Facility Agent, the Administrative Agent, the Co-Administrative Agents or any Purchaser as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Receivables which are written off as uncollectible; and (iiiv) the Servicer shall not indemnify the Seller, the Managing Facility Agent, the Administrative Agent, the Co-Administrative Agents or any Purchaser for any liabilities, costs or expenses of any such Person arising under any Tax tax law, including without limitation any federal, state or local income or franchise taxes or any other Tax tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Seller, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent or the Purchasers any such Person in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 8.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. If for any reason the indemnification provided above in this Section 6.19 is unavailable to the Indemnified Person or is insufficient to hold an Indemnified Person harmless, then Servicer shall contribute to the amount paid or payable by such Indemnified Person 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 Person on the one hand and Servicer on the other hand but also the relative fault of such Indemnified Person as well as any other relevant equitable considerations. The parties hereto agree that the provisions of this Section 6.19 shall not be interpreted to provide recourse to the Seller against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, related Obligor on, any Pool Asset. Any indemnification pursuant to this Section shall not be payable from the Assets. The obligations of the Servicer under this Section 6.19 subsection 3.7 shall survive the resignation or removal payment in full of the Deal Agent, the Liquidity Agent, the Backup Servicer or the Collateral Custodian and the termination of this Agreementobligations hereunder.

Indemnification of the Seller. the Backup Servicer, the Collateral Custodian, the Deal Agent and the PurchasersSecured Parties. The Servicer shall indemnify and hold harmless the Seller, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent and each Purchaser Secured Party and their respective officers, directors, employees and agents (collectively, the "Indemnified Persons") from and against any loss, liability, expense, damage or injury suffered or sustained by any Indemnified Person by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, but excluding allocations of overhead expenses of any such Indemnified Party or other non-monetary damages of any such Indemnified Party. Notwithstanding the foregoing, the Servicer shall not indemnify an Indemnified Person if such loss, liability, expense, damage or injury results or arises (i) as a result of fraud, gross negligence or breach of fiduciary duty by such Indemnified Person; and (ii) under any Tax law, including without limitation any federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Seller, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent or the Purchasers Secured Parties in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 8.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. If for any reason the indemnification provided above in this Section 6.19 is unavailable to the Indemnified Person or is insufficient to hold an Indemnified Person harmless, then Servicer shall contribute to the amount paid or payable by such Indemnified Person 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 Person on the one hand and Servicer on the other hand but also the relative fault of such Indemnified Person as well as any other relevant equitable considerations. The parties hereto agree that the provisions of this Section 6.19 shall not be interpreted to provide recourse to the Seller against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, related Obligor on, any Pool Asset. Any indemnification pursuant to this Section shall not be payable from the Assets. The obligations of the Servicer under this Section 6.19 shall survive the resignation or removal of the Deal Agent, the Liquidity Agent, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

Indemnification of the Seller. the Backup ServicerPurchaser shall be responsible for and shall indemnify, the Collateral Custodiandefend, the Deal Agent and the Purchasers. The Servicer shall indemnify and hold harmless the Seller, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent and each Purchaser and their respective Seller's officers, directors, employees shareholders, servants, employees, agents, attorneys, representatives, and agents Affiliates, and their respective heirs, executors, successors and assigns (collectively, the "Indemnified PersonsSeller Indemnitees") from from, against, and against with respect to any loss, liability, expense, damage and all Claims or injury Costs suffered or sustained by any Indemnified Person such Seller Indemnitees, as result of, caused by, arising out of, directly or indirectly, or in any way relating to: (i) the Post-Closing Xxxxxxxx Obligations or (ii) a breach by reason Purchaser of any actsrepresentation, omissions warranty, covenant or alleged acts or omissions obligation set forth in this Agreement that is intended to survive the Closing of the Servicertransactions contemplated by this Agreement (herein collectively referred to as the "Liabilities to be Indemnified by Purchaser"); provided, includingthat Purchaser shall not be obligated to indemnify any of the Seller Indemnitees for any Liability that also constitutes a Liability to be Indemnified by Seller and Xxxxxxx to the extent that such Liability is a Liability to be Indemnified by Seller and Xxxxxxx; and provided, but further, that Purchaser shall not limited be obligated to any judgmentindemnify the Seller Indemnitees until the Liabilities to be Indemnified by Purchaser exceed on a cumulative basis the Threshold Amount, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with then only to the defense of any actual or threatened action, proceeding or claim, but excluding allocations of overhead expenses extent of any such Liabilities to be Indemnified Party or other non-monetary damages by Purchaser sustained by the Seller Indemnitees are in excess of any such Indemnified Party. Notwithstanding the foregoingThreshold Amount; and provided, the Servicer further, that Purchaser shall not indemnify an Indemnified Person if such loss, liability, expense, damage or injury results or arises (i) as a result be obligated to pay in excess of fraud, gross negligence or breach of fiduciary duty by such Indemnified Person; and (ii) under any Tax law, including without limitation any federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Seller, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent or the Purchasers in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 8.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. If Cap for any reason the indemnification provided above in this Section 6.19 is unavailable all Liabilities to the be Indemnified Person or is insufficient to hold an Indemnified Person harmless, then Servicer shall contribute to the amount paid or payable by such Indemnified Person 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 Person on the one hand and Servicer on the other hand but also the relative fault of such Indemnified Person as well as any other relevant equitable considerations. The parties hereto agree that the provisions of this Section 6.19 shall not be interpreted to provide recourse to the Seller against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, related Obligor on, any Pool Asset. Any indemnification pursuant to this Section shall not be payable from the Assets. The obligations of the Servicer under this Section 6.19 shall survive the resignation or removal of the Deal Agent, the Liquidity Agent, the Backup Servicer or the Collateral Custodian and the termination of this AgreementPurchaser hereunder.

Indemnification of the Seller. To the Backup Servicerfullest extent permitted by applicable law (or any successor provision) the Company its predecessors, parent corporations, holding companies, subsidiaries, affiliates, successors and assigns, and all of their officers, directors and employees (collectively the Collateral Custodian“Company Indemnitors”) shall defend, the Deal Agent and the Purchasers. The Servicer shall protect, indemnify and hold harmless the Sellerindemnify Seller and its predecessors, the Backup Servicerparent corporations, the Collateral Custodianholding companies, the Deal Agentsubsidiaries, the Liquidity Agent affiliates, successors and each Purchaser assigns, and all of their respective officers, directors, directors and employees and agents (collectively, collectively the "Indemnified Persons"“Seller Indemnitees”) from and against any loss, liability, expense, damage or injury suffered or sustained by any Indemnified Person by reason of any acts, omissions or alleged acts or omissions of the Serviceragainst, including, without limitation any and all actions, causes of action, suits, claims, losses, judgments, fines, settlement payments, costs, penalties, fees, liabilities, controversies, executions, of any kind or nature whatsoever, whether known or unknown, damages, and expenses in connection therewith (irrespective of whether any Seller Indemnitiees is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements, incurred or paid by any Seller Indemnitees as which have arisen, or may have arisen, or shall arise by reason as result of, or arising out of, or relating from any cause of action, suit or claim brought or made against any such Seller Indemnitees arising out of or resulting for any reason, including but not limited to from the execution, delivery, performance or enforcement of the Transaction Documents, this Agreement, the transactions contemplated hereunder or any judgmentother instrument, awarddocument or agreement executed pursuant hereto by any of the parties hereto the indebtedness, settlementrights, obligations or claims underlying the same, at any point in time. To the extent that the foregoing undertaking by the Company Indemnitors may be unenforceable for any reason, the Company Indemnitors shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities identified herein, which is permissible under applicable law. Promptly after receipt by any Seller Indemnitees of a notice of the assertion of a claim against them as contemplated herein, the Seller Indemnitees will give the Company Indemnitors written notice of the assertion of such claim. If any claim is brought against the Seller Indemnitees by means of a proceeding and the Seller Indemnitees gives written notice to the Company Indemnitors of the commencement of such proceeding, the Company Indemnitors will be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) any Company Indemnitors are also a party to such proceeding and the Seller Indemnitees determine in good faith that joint representation would be inappropriate or (ii) the Company Indemnitors fail to provide reasonable attorneys' assurance to Seller Indemnitees of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense of such proceeding with counsel satisfactory to the Seller Indemnitees. After written notice from the Company Indemnitors to the Seller Indemnitees of its election to assume the defense of such proceeding, the Company Indemnitors will not, as long as it diligently conducts such defense, be liable to the Seller Indemnitees under this indemnification for any fees and of other costs counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Seller Indemnitors in connection with the defense of any actual or threatened actionsuch proceeding, proceeding or claimother than reasonable costs of investigation. If the Company Indemnitors assumes the defense of a proceeding, but excluding allocations of overhead expenses of any such Indemnified Party or other non-monetary damages of any such Indemnified Party. Notwithstanding the foregoing, the Servicer shall not indemnify an Indemnified Person if such loss, liability, expense, damage or injury results or arises (i) as a result except for claims with respect to willful misconduct or which indemnification would be contrary to state law, it will be conclusively established for purposes of fraud, gross negligence or breach this indemnification that the claims made in that proceeding are within the scope of fiduciary duty by such Indemnified Personand subject to indemnification; and (ii) under any Tax law, including without limitation any federal, state no compromise or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to settlement of such claims may be paid effected by the SellerCompany Indemnitors without the Seller Indemnitees’, consent, which consent shall not unreasonably withhold. If written notice is given to the Company Indemnitors of the commencement of any proceeding and the Company Indemnitors do not, within ten (10) business days after the Seller Indemnitees’ written notice is given, give written notice to the Seller Indemnitees of their election to assume the defense of such proceeding, the Backup Servicer, Company Indemnitors will be bound by any determination made in such proceeding. To the Collateral Custodian, the Deal Agent, the Liquidity Agent or the Purchasers in connection herewith to extent that there is any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 8.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. If for any reason discrepancy between the indemnification provided above in this Section 6.19 is unavailable to the Indemnified Person or is insufficient to hold an Indemnified Person harmless, then Servicer shall contribute to the amount paid or payable by such Indemnified Person 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 Person on the one hand and Servicer on the other hand but also the relative fault of such Indemnified Person as well as any other relevant equitable considerations. The parties hereto agree that the provisions of this Section 6.19 shall not be interpreted to provide recourse to the Seller against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, related Obligor on, any Pool Asset. Any indemnification pursuant to this Section shall not be payable from the Assets. The obligations of the Servicer under this Section 6.19 shall survive Agreement and the resignation Company’s current Articles of Incorporation or removal of the Deal AgentBylaws, the Liquidity Agent, document providing the Backup Servicer or the Collateral Custodian and the termination broadest scope of this Agreementindemnification shall apply.

Indemnification of the Seller. the Backup Servicer, the Collateral Custodian, the Deal Agent Administrator and the PurchasersMSFC. The Servicer shall indemnify and hold harmless Without limiting any other rights that the Seller, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent and each Purchaser and Administrator or MSFC or any of their respective Affiliates or directors, officers, directors, employees and or agents (collectively, the "Indemnified Persons") may have under any Transaction Documents or under applicable law, the Servicer hereby agrees to indemnify and hold harmless each Indemnified Person, from and against any lossand all damages, liabilitylosses, expenseclaims, damage or injury suffered or sustained by any Indemnified Person by reason of any actsliabilities, omissions or alleged acts or omissions of the Servicerjudgements, awards, settlements and related costs and expenses, including, but not limited to any judgment, award, settlementwithout limitation, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, disbursements but excluding allocations of overhead expenses of any such Indemnified Party or other non-monetary damages of any such Indemnified PartyParty (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by such Indemnified Person by reason of any acts, omissions or alleged acts or omissions of the Servicer or otherwise incurred in connection with the transactions contemplated by the Transaction Documents. Notwithstanding the foregoing, the Servicer shall not indemnify an Indemnified Person if such loss, liability, expense, damage or injury Indemnified Amount results or arises (i) as a result of fraud, gross negligence or breach of fiduciary duty by such Indemnified Person; and (ii) under any Tax law, including without limitation any federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Seller, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent Administrator or the Purchasers MSFC in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 8.1 6.19 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others (and does not have to repay to such others) in respect of such indemnified amountsIndemnified Amounts. If for any reason Without limiting the indemnification provided above in this Section 6.19 is unavailable to foregoing, the Servicer shall indemnify the Indemnified Person Parties for Indemnified Amounts relating to or is insufficient to hold an Indemnified Person harmless, then Servicer shall contribute to the amount paid or payable by such Indemnified Person 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 Person on the one hand and Servicer on the other hand but also the relative fault of such Indemnified Person as well as any other relevant equitable considerations. The parties hereto agree that the provisions of this Section 6.19 shall not be interpreted to provide recourse to the Seller against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, related Obligor on, any Pool Asset. Any indemnification pursuant to this Section shall not be payable from the Assets. The obligations of the Servicer under this Section 6.19 shall survive the resignation or removal of the Deal Agent, the Liquidity Agent, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.resulting from:

Indemnification of the Seller. the Backup Servicer, the Collateral Custodian, the Deal Agent and the PurchasersCASTLE PC AND CASTLE. The Servicer Purchaser, for a period of one year after the Closing Date, shall indemnify and hold harmless the Seller, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent Castle PC and each Purchaser Castle and their respective officersAffiliates (the "Seller Indemnitees") harmless from and against any and all damages (including exemplary damages and including reasonable counsel fees and reasonable expenses of investigation, directors, employees defending and agents prosecuting litigation (collectively, the "Indemnified PersonsDamages") from and against any loss), liability, expense, damage or injury suffered or sustained by any Indemnified Person Seller Indemnitee as a result of, caused by, arising out of, or in any way relating to (a) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of the Purchaser under this Agreement or any misrepresentation in or omission from any list, schedule, certificate, or other instrument furnished or to be furnished to the Seller, Castle PC or Castle by reason the Purchaser pursuant to the terms of this Agreement or (b) any liability or obligation (other than those for which Purchaser is being indemnified by Seller, Castle PC and Castle hereunder) which pertains to the ownership, operation or conduct of the Business or Assets arising from any acts, omissions omissions, events, conditions or alleged acts or omissions of the Servicer, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, but excluding allocations of overhead expenses of any such Indemnified Party or other non-monetary damages of any such Indemnified Party. Notwithstanding the foregoing, the Servicer shall not indemnify an Indemnified Person if such loss, liability, expense, damage or injury results or arises (i) as a result of fraud, gross negligence or breach of fiduciary duty by such Indemnified Person; and (ii) under any Tax law, including without limitation any federal, state or local income or franchise taxes or any other Tax imposed circumstances occurring on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by after the SellerClosing Date; provided, however, that Seller Indemnitees in the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent or the Purchasers in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 8.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. If for any reason the indemnification provided above in this Section 6.19 is unavailable to the Indemnified Person or is insufficient to hold an Indemnified Person harmless, then Servicer shall contribute to the amount paid or payable by such Indemnified Person 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 Person on the one hand and Servicer on the other hand but also the relative fault of such Indemnified Person as well as any other relevant equitable considerations. The parties hereto agree that the provisions of this Section 6.19 aggregate shall not be interpreted entitled to provide recourse to make any recovery by way of indemnification for the initial $50,000 of Seller against loss by reason of the bankruptcy or insolvency (or other credit condition) ofIndemnitees' claims for indemnification, or default by, related Obligor on, any Pool Asset. Any and Seller Indemnitees' aggregate recovery for indemnification pursuant to this Section shall not be payable from the Assets. The obligations of the Servicer under this Section 6.19 shall survive the resignation or removal of the Deal Agent, the Liquidity Agent, the Backup Servicer or the Collateral Custodian and the termination of this Agreementin any event exceed $650,000.

Indemnification of the Seller. From and after the Backup ServicerClosing, the Collateral Custodian, the Deal Agent Purchasers and the Purchasers. The Servicer shall indemnify Company jointly and hold harmless severally agree to indemnify, defend and save the SellerSeller and its directors, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent and each Purchaser and their respective officers, directorsaffiliates, employees legal representatives, heirs, successors, assigns, agents and agents affiliates (each, a "Seller Indemnified Party") forever harmless from and against, and to promptly pay to a Seller Indemnified Party or reimburse a Seller Indemnified Party for, any and all losses, damages, expenses (including, without limitation, court costs, amounts paid in settlement, judgments, reasonable attorneys' fees or other expenses for investigating and defending, including, without limitation, those arising out of the enforcement of this Agreement), suits, actions, claims, deficiencies, liabilities or obligations (collectively, the "Indemnified PersonsLosses") sustained or incurred by such Seller Indemnified Party relating to, caused by or resulting from and against (i) any lossmisrepresentation or breach of warranty, liabilityor failure to fulfill or satisfy any covenant or agreement made by the Purchasers contained herein or in any certificate, expenseschedule, damage document or injury suffered other writing delivered by the Purchasers pursuant hereto, or sustained any covenant or agreement made by the Purchasers in any certificate, schedule, document or other writing delivered by the Purchasers pursuant hereto, (ii) Seller's ownership of the Company from September 29, 1995 to the date hereof or (iii) service by any Indemnified Person by reason past or present director, officer or employee of any acts, omissions Seller as a director or alleged acts or omissions officer of the Servicer, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs Company or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, but excluding allocations of overhead expenses of any such Indemnified Party or other non-monetary damages of any such Indemnified Party. Notwithstanding the foregoing, the Servicer shall not indemnify an Indemnified Person if such loss, liability, expense, damage or injury results or arises (i) as a result of fraud, gross negligence or breach of fiduciary duty services provided by such Indemnified Person; and (ii) under any Tax lawpersons to the Company, including without limitation any federalprovided, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Sellerhowever, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent or that the Purchasers in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 8.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. If for any reason the indemnification provided above in this Section 6.19 is unavailable to the Indemnified Person or is insufficient to hold an Indemnified Person harmless, then Servicer shall contribute to the amount paid or payable by such Indemnified Person 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 Person on the one hand and Servicer on the other hand but also the relative fault of such Indemnified Person as well as any other relevant equitable considerations. The parties hereto agree that the provisions of this Section 6.19 Company shall not be interpreted required to provide recourse to indemnify past or present directors, officers or employees of the Seller against loss by reason for Losses in connection with services rendered to Company if such Losses result from conduct which is outside the scope of such persons' responsibilities for the bankruptcy or insolvency (or other credit condition) of, or default by, related Obligor on, any Pool Asset. Any indemnification pursuant to this Section shall not be payable from the Assets. The obligations of the Servicer under this Section 6.19 shall survive the resignation or removal of the Deal Agent, the Liquidity Agent, the Backup Servicer or the Collateral Custodian and the termination of this AgreementCompany.