Common use of Servicer Indemnification of the Trust and the Trustee Clause in Contracts

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Transferor, the Trust and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Transferor, the Trust or the Trustee pursuant to this Agreement or any Supplement or other Transaction Documents, 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; provided, however, that the Servicer shall not indemnify the Trustee if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners 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 Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation, any federal, state, local or foreign 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 Transferor, the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority. Any such indemnification shall not be payable from the assets of the Trust and shall be subordinated to all obligations of the Servicer under the Transaction Documents. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the termination of this Trust and the resignation or removal of the Servicer or the Trustee.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the TransferorTrust, for the Trust benefit of the Certificateholders and the other Beneficiaries, and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or acts, omissions or alleged acts or omissions arising out of the Servicer with respect to activities of the TransferorServicer, the Trust or the Trustee pursuant to this Agreement or any Supplement or other Transaction DocumentsAgreement, including, but not limited to including 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; provided, however, that the Servicer shall not indemnify the Trust or the Trustee if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, gross negligence, breach of fiduciary duty or willful misconduct by the Trustee; and provided further, further that the Servicer shall not indemnify the Transferor, the Trust, the Investor Trustee or the Certificateholders or the Certificate Owners other Beneficiaries for any liabilities, costs cost or expenses expense of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or any other Beneficiaries to the Certificate Owners as extent the Trustee is indemnified by such Certificateholders or other Beneficiaries with respect to such action or with respect to any lossesFederal, claims state or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation, any federal, state, local or foreign 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 therewiththereto) required to be paid by the Transferor, Trust or the Trust, the Investor Certificateholders or the Certificate Owners other Beneficiaries in connection herewith to any taxing authority. Any such indemnification shall not be payable from the assets of the Trust and shall be subordinated to all obligations of the Servicer under the Transaction Documents. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and Article VIII shall survive the termination of this Trust Agreement and the resignation or and removal of the Servicer or the Trustee.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Transferor, the Trust and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Transferor, the Trust or the Trustee pursuant to this Agreement or any Supplement or other Transaction DocumentsSupplement, 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; provided, however, that the Servicer shall not indemnify the Trustee if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, bad faith or willful misconduct by the Trustee; provided provided, further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided provided, further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners owners 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 Accounts or Receivables which are written off as uncollectible; and provided provided, further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation, any federal, state, local or foreign 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 Transferor, the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority. Any such indemnification shall not be payable from the assets of the Trust and shall be subordinated to all obligations of the Servicer under the Transaction DocumentsTrust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and hereof. The provisions of this Section 8.4 shall survive the termination of this Trust Agreement and the resignation or removal of the Servicer or the Trustee.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the TransferorTrust, the Trust Investor Certificateholders and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer with respect to activities of the Transferor, the Trust or the Trustee pursuant to this Agreement or any Supplement Supplement, or other Transaction Documentsby reason of the acceptance of this Trust by the Trustee, the issuance by the Trust of the Certificates, any Servicer Default, any termination of the rights and obligations of the Servicer including, but not limited to 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; provided, however, that the Servicer shall not indemnify the Trustee or the Investor Certificateholders if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by the Trustee; provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners 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 Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation, any federal, state, local or foreign 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 Transferor, the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority. Any such indemnification shall not be payable from the assets of the Trust and shall be subordinated to all obligations of the Servicer under the Transaction DocumentsTrust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the termination resignation or removal of this Trust and the Servicer, the resignation or removal of the Servicer or Trustee and/or the Trusteetermination of the Trust.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the TransferorTrust, for the Trust benefit of the Certificateholders and the other Beneficiaries, and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or acts, omissions or alleged acts or omissions arising out of the Servicer with respect to activities of the TransferorServicer, the Trust or the Trustee pursuant to this Agreement or any Supplement or other Transaction DocumentsAgreement, including, but not limited to including 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; provided, however, that the Servicer shall not indemnify the Trust or the Trustee if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, gross negligence, breach of fiduciary duty or willful wilful misconduct by the Trustee; provided furtherand provided, further that the Servicer shall not indemnify the Transferor, the Trust, the Investor Trustee or the Certificateholders or the Certificate Owners other Beneficiaries (i) for any liabilities, costs cost or expenses expense of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or any other Beneficiaries to the Certificate Owners as extent the Trustee is fully indemnified by such Certificateholders or other Beneficiaries with respect to such action or (ii) with respect to any lossesFederal, claims state or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation, any federal, state, local or foreign 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 therewiththereto) required to be paid by the Transferor, Trust or the Trust, the Investor Certificateholders or the Certificate Owners other Beneficiaries in connection herewith to any taxing authorityauthority or (iii) for any loss due to the financial inability of Dealers to make payments on the Receivables. Any such indemnification shall not be payable from the assets of the Trust and shall be subordinated to all obligations of the Servicer under the Transaction Documents. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and Article VIII shall survive the termination of this Trust Agreement and the resignation or and removal of the Servicer or the Trustee.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the TransferorTrust, for the Trust benefit of the Certificateholders and the other Beneficiaries, and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or acts, omissions or alleged acts or omissions arising out of the Servicer with respect to activities of the TransferorServicer, the Trust or the Trustee pursuant to this Agreement or any Supplement or other Transaction DocumentsAgreement, including, but not limited to including 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; provided, however, that the Servicer shall not indemnify the Trust or the Trustee if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, gross negligence, breach of fiduciary duty or willful wilful misconduct by the Trustee; and provided further, further that the Servicer shall not indemnify the Transferor, the Trust, the Investor Trustee or the Certificateholders or the Certificate Owners other Beneficiaries for any liabilities, costs cost or expenses expense of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or any other Beneficiaries to the Certificate Owners as extent the Trustee is fully indemnified by such Certificateholders or other Beneficiaries with respect to such action or with respect to any lossesFederal, claims state or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation, any federal, state, local or foreign 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 therewiththereto) required to be paid by the Transferor, Trust or the Trust, the Investor Certificateholders or the Certificate Owners other Beneficiaries in connection herewith to any taxing authority. Any such indemnification shall not be payable from the assets of the Trust and shall be subordinated to all obligations of the Servicer under the Transaction Documents. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and Article VIII shall survive the termination of this Trust Agreement and the resignation or and removal of the Servicer or the Trustee.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the TransferorTrust, for the Trust benefit of the Certificateholders and the other Beneficiaries, and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or acts, omissions or alleged acts or omissions arising out of the Servicer with respect to activities of the TransferorServicer, the Trust or the Trustee pursuant to this Agreement or any Supplement or other Transaction DocumentsAgreement, including, but not limited to including 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; provided, however, that the Servicer shall not indemnify the Trust or the Trustee if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, gross negligence, breach of fiduciary duty or willful misconduct by the Trustee; provided and provided, further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Trustee or the Certificateholders or the Certificate Owners other Beneficiaries for any liabilities, costs cost or expenses expense of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or any other Beneficiaries to the Certificate Owners as extent the Trustee is indemnified by such Certificateholders or other Beneficiaries with respect to such action or with respect to any lossesFederal, claims state or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation, any federal, state, local or foreign 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 therewiththereto) required to be paid by the Transferor, Trust or the Trust, the Investor Certificateholders or the Certificate Owners other Beneficiaries in connection herewith to any taxing authority. Any such indemnification shall not be payable from the assets of the Trust and shall be subordinated to all obligations of the Servicer under the Transaction Documents. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and Article VIII shall survive the termination of this Trust Agreement and the resignation or and removal of the Servicer or the Trustee.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the TransferorTrust, for the Trust benefit of the Certificateholders and the Trusteeother Beneficiaries, and the Trustee (including its directors, officers, directors, employees and agents), from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or acts, omissions or alleged acts or omissions arising out of the Servicer with respect to activities of the TransferorServicer, the Trust or the Trustee pursuant to this Agreement or any Supplement or other Transaction DocumentsAgreement, including, but not limited to including 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; provided, however, that the Servicer shall not indemnify the Trust or the Trustee if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, gross negligence, breach of fiduciary duty or willful wilful misconduct by the Trustee; and provided further, further that the Servicer shall not indemnify the Transferor, the Trust, the Investor Trustee or the Certificateholders or the Certificate Owners other Beneficiaries for any liabilities, costs cost or expenses expense of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or any other Beneficiaries to the Certificate Owners as to any losses, claims or damages incurred extent the Trustee is fully indemnified by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor such Certificateholders or the Certificate Owners for any liabilities, costs other Beneficiaries with respect to such action or expenses of the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation, with respect to any federal, state, state or local or foreign 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 therewiththereto) required to be paid by the Transferor, Trust or the Trust, the Investor Certificateholders or the Certificate Owners other Beneficiaries in connection herewith to any taxing authority. Any such indemnification shall not be payable from the assets of the Trust and shall be subordinated to all obligations of the Servicer under the Transaction Documents. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and Article VIII shall survive the termination of this Trust Agreement and the resignation or and removal of the Servicer or the Trustee.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the TransferorTrust, for the Trust benefit of the Certificateholders and the other Beneficiaries, and the Trustee, its officers, directors, employees and agentsfrom the Servicer's own funds, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or acts, omissions or alleged acts or omissions arising out of the Servicer with respect to activities of the TransferorServicer, the Trust or the Trustee pursuant to this Agreement or any Supplement or other Transaction DocumentsAgreement, including, but not limited to including 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; provided, however, that the Servicer shall not indemnify the Trust or the Trustee if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, gross negligence, breach of fiduciary duty or willful wilful misconduct by the Trustee; provided furtherand provided, further that the Servicer shall not indemnify the Transferor, the Trust, the Investor Trustee or the Certificateholders or the Certificate Owners other Beneficiaries (i) for any liabilities, costs cost or expenses expense of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or any other Beneficiaries to the Certificate Owners as extent the Trustee is fully indemnified by such Certificateholders or other Beneficiaries with respect to such action or (ii) with respect to any lossesFederal, claims state or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation, any federal, state, local or foreign 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 therewiththereto) required to be paid by the Transferor, Trust or the Trust, the Investor Certificateholders or the Certificate Owners other Beneficiaries in connection herewith to any taxing authorityauthority or (iii) for any loss due to the financial inability of any Dealer to make payments on or with respect to any Receivable. Any such indemnification shall not be payable from the assets of the Trust and shall be subordinated to all obligations of the Servicer under the Transaction Documents. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and Article VIII shall survive the termination of this Trust Agreement and the resignation or and removal of the Servicer or the Trustee.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Transferor, Trust (for the Trust benefit of the Certificateholders and the Trustee, its officers, directors, employees other Beneficiaries) and agents, the Trustee from and against any reasonable loss, liability, reasonable expense, damage or injury suffered or sustained by reason of any acts or acts, omissions or alleged acts or omissions arising out of or based upon the Servicer with respect to activities of the Transferorarrangement created by this Agreement, the Trust or the Trustee pursuant to this Agreement or any Supplement or other Transaction Documents, including, including but not limited to any judgment, award, general settlement, reasonable attorneys’ ' fees and other costs or and expenses incurred by the Trustee in connection with the defense of any actual or threatened action, proceeding or claimclaim (but excluding losses on Receivables and amounts due with respect thereto); provided, however, that the Servicer shall not indemnify the Trustee or hold harmless any such indemnified party if such acts, omissions or alleged acts or omissions constitute constitute, or are such actual or threatened action, proceeding or claim arose out of, or such liability, expense, damage or injury was caused by by, fraud, gross negligence, breach of fiduciary duty or willful wilful misconduct by such indemnified party; and provided, further, that the TrusteeServicer shall not be liable, directly or indirectly, for or in respect of any indebtedness or obligation evidenced or created by any Certificate, recourse as to which is limited solely to the assets of the Trust allocated for payment thereof as provided in this Agreement and any applicable Supplement; provided and provided, further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Trustee or the Certificateholders or the Certificate Owners other Beneficiaries for any liabilities, costs cost or expenses expense of the Trust with respect to any action taken by the Trustee at the request of the Investor CertificateholdersCertificateholders or any other Beneficiaries to the extent the Trustee is fully indemnified by such Certificateholders or other Beneficiaries with respect to such action or with respect to any Federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Trust or the Certificateholders or the other Beneficiaries in connection herewith to any taxing authority. The Servicer shall indemnify and hold harmless the Trustee and its officers, directors, employees or agents from and against any loss, liability, reasonable expense, damage or injury suffered or sustained by reason of the acceptance of the Trust by the Trustee, the issuance by the Trust of the Certificates or any of the other matters contemplated herein or in any Supplement (but excluding losses on Receivables and amounts due with respect thereto); provided furtherprovided, however, that the Servicer shall not indemnify the TransferorTrustee or its officers, directors, employees or agents for any loss, liability, expense, damage or injury caused by the Trustfraud, the Investor Certificateholders gross negligence, breach of fiduciary duty or the Certificate Owners as to any losses, claims or damages incurred by wilful misconduct of any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; and provided further, that the Servicer shall not indemnify the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation, any federal, state, local or foreign 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 Transferor, the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authoritythem. Any such indemnification shall not be payable from the assets of the Trust and shall be subordinated to all obligations of the Servicer under the Transaction Documents. The provisions of this indemnity Article VIII shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the termination resignation or removal of this Trust and the Servicer, the resignation or removal of the Servicer or Trustee and/or the Trusteetermination of the Trust and shall survive the termination of this Agreement. Any such indemnification shall not be 'SS' 8.04 payable from the assets of the Trust.