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 Trust, for the benefit of the Certificateholders and the other Beneficiaries, and the Trustee, from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer, the Trust or the Trustee pursuant to this Agreement, 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 fraud, gross negligence, breach of fiduciary duty or willful misconduct by the Trustee; and provided further that the Servicer shall not indemnify the Trust, the Trustee or the Certificateholders or the other Beneficiaries for any liabilities, cost or expense of the Trust with respect to any action taken by the Trustee at the request of the Certificateholders or any other Beneficiaries to the extent the Trustee is 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. Any indemnification under this Article VIII shall survive the termination of this Agreement and the resignation and removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the TrustTransferor, for the benefit of the Certificateholders and the other Beneficiaries, 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, acts or omissions or alleged acts or omissions arising out of the Servicer with respect to activities of the ServicerTransferor, the Trust or the Trustee pursuant to this AgreementAgreement or any Supplement or other Transaction Documents, including 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 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 Trustee or the Investor Certificateholders or the other Beneficiaries Certificate Owners for any liabilities, cost costs or expense 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 other Beneficiaries to 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 extent Servicer shall not indemnify the Trustee is indemnified by such Transferor, the Trust, the Investor Certificateholders or other Beneficiaries with respect to such action the Certificate Owners for any liabilities, costs or with respect to expenses of the Transferor, the Trust, the Investor Certificateholders or the Certificate Owners arising under any Federaltax law, state including without limitation, any federal, state, local or local foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect theretothereto or arising from a failure to comply therewith) required to be paid by the Trust or Transferor, the Trust, the Investor Certificateholders or the other Beneficiaries 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 Article VIII indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the termination of this Agreement Trust and the resignation and or removal of the Servicer or the Trustee.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust, for the benefit of the Certificateholders and the other Beneficiaries, 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, acts or omissions or alleged acts or omissions arising out of the Servicer with respect to activities of the Servicer, the Trust or the Trustee pursuant to this AgreementAgreement or any Supplement, including 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 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 bad faith or willful misconduct by the Trustee; and provided further provided, further, that the Servicer shall not indemnify the Trust, the Trustee or the Investor Certificateholders or the other Beneficiaries Certificate Owners for any liabilities, cost costs or expense 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 Trust, the Investor Certificateholders or the Certificate owners as to any other Beneficiaries to 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 extent Servicer shall not indemnify the Trustee is indemnified by such Trust, the Investor Certificateholders or other Beneficiaries with respect to such action the Certificate Owners for any liabilities, costs or with respect to expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any Federaltax law, state including without limitation, any federal, state, local or local foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect theretothereto or arising from a failure to comply therewith) required to be paid by the Trust or Trust, the Investor Certificateholders or the other Beneficiaries Certificate Owners in connection herewith to any taxing authority. Any such indemnification under shall not be payable from the assets of the Trust. The provisions of this Article VIII indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The provisions of this Section 8.4 shall survive the termination of this Agreement and the resignation and or removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust, for the benefit of the Investor Certificateholders and the other BeneficiariesTrustee, its officers, directors, employees and the Trusteeagents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts, acts or omissions or alleged acts or omissions arising out of the Servicer with respect to activities of the Servicer, the Trust or the Trustee pursuant to this AgreementAgreement or any Supplement, including or by 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, 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 Trustee or the Trustee Investor Certificateholders 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 Trust, the Trustee or the Investor Certificateholders or the other Beneficiaries Certificate Owners for any liabilities, cost costs or expense 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 Trust, the Investor Certificateholders or the Certificate Owners as to any other Beneficiaries to 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 extent Servicer shall not indemnify the Trustee is indemnified by such Trust, the Investor Certificateholders or other Beneficiaries with respect to such action the Certificate Owners for any liabilities, costs or with respect to expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any Federaltax law, state including without limitation, any federal, state, local or local foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect theretothereto or arising from a failure to comply therewith) required to be paid by the Trust or Trust, the Investor Certificateholders or the other Beneficiaries Certificate Owners in connection herewith to any taxing authority. Any such indemnification under shall not be payable from the assets of the Trust. The provisions of this Article VIII indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the termination of this Agreement and the resignation and or removal of the TrusteeServicer, the resignation or removal of the Trustee and/or the termination of the Trust.

Servicer Indemnification of the Trust and the Trustee. The ----------------------------------------------------- Servicer shall indemnify and hold harmless the Trustee (and its respective directors, officers, employees and agents) and the Trust, for the benefit of the Certificateholders and the other Beneficiaries, and the TrusteeEnhancement Providers, from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer, the Trust or the Trustee Servicer pursuant to this AgreementAgreement or any Supplement, 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 Trustee or the Trust or the Trustee if such acts, omissions or alleged acts or omissions constitute were attributable to fraud, gross negligence, breach of fiduciary duty or willful misconduct by the Trustee; and provided further provided, further, that the Servicer shall not indemnify the Trust, the Trustee Trust or the -------- ------- Investor Certificateholders or the other Beneficiaries (x) for any liabilities, cost costs or expense expenses of the Trust with respect to any action taken by the Trustee at the request of the Certificateholders any Investor Certificateholder or any other Beneficiaries to the extent the Trustee is indemnified by such Certificateholders or other Beneficiaries with respect to such action or (y) with respect to any Federalfederal, state or local income or franchise taxes or any other taxes imposed on or measured by income (or any interest or penalties or additions with respect thereto) required to be paid by the Trust or the Investor Certificateholders or the other Beneficiaries in connection herewith to any taxing authority, or (z) with respect to any liabilities, losses, costs or expenses incurred by any Certificateholder in the Investor Certificates of any Series as a result of defaults or other losses with respect to the Receivables as a result of the creditworthiness of the Obligors. Any Subject to Sections 8.01 and 10.02(b), any indemnification under pursuant to this Article VIII Section ------------- -------- shall be had only from the assets of the Servicer. The provisions of such indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The provisions of this Section shall survive the termination of this Agreement and the resignation and or removal of the TrusteeTrustee and the termination of the Trust.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust, for the benefit of the Certificateholders and the other Beneficiaries, and the Trustee, from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer, the Trust or the Trustee pursuant to this Agreement, 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 fraud, gross negligence, breach of fiduciary duty or willful wilful misconduct by the Trustee; and provided provided, further that the Servicer shall not indemnify the Trust, the Trustee or the Certificateholders or the other Beneficiaries (i) for any liabilities, cost or expense of the Trust with respect to any action taken by the Trustee at the request of the Certificateholders or any other Beneficiaries to the extent the Trustee is fully indemnified by such Certificateholders or other Beneficiaries with respect to such action or (ii) 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 authorityauthority or (iii) for any loss due to the financial inability of Dealers to make payments on the Receivables. Any indemnification under this Article VIII shall survive the termination of this Agreement and the resignation and removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust, for the benefit of the Certificateholders and the other Beneficiaries, and the TrusteeTrustee (including its directors, officers, employees and agents), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer, the Trust or the Trustee pursuant to this Agreement, 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 fraud, gross negligence, breach of fiduciary duty or willful wilful misconduct by the Trustee; and provided further that the Servicer shall not indemnify the Trust, the Trustee or the Certificateholders or the other Beneficiaries for any liabilities, cost or expense of the Trust with respect to any action taken by the Trustee at the request of the Certificateholders 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 Federalfederal, 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. Any indemnification under this Article VIII shall survive the termination of this Agreement and the resignation and removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust, for the benefit of the Certificateholders and the other Beneficiaries, and the Trustee, from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer, the Trust or the Trustee pursuant to this Agreement, 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 fraud, gross negligence, breach of fiduciary duty or willful misconduct by the Trustee; and provided further provided, further, that the Servicer shall not indemnify the Trust, the Trustee or the Certificateholders or the other Beneficiaries for any liabilities, cost or expense of the Trust with respect to any action taken by the Trustee at the request of the Certificateholders or any other Beneficiaries to the extent the Trustee is 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. Any indemnification under this Article VIII shall survive the termination of this Agreement and the resignation and removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust, for the benefit of the Certificateholders and the other Beneficiaries, and the Trustee, from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer, the Trust or the Trustee pursuant to this Agreement, 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 fraud, gross negligence, breach of fiduciary duty or willful wilful misconduct by the Trustee; and provided further that the Servicer shall not indemnify the Trust, the Trustee or the Certificateholders or the other Beneficiaries for any liabilities, cost or expense of the Trust with respect to any action taken by the Trustee at the request of the Certificateholders 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. Any indemnification under this Article VIII shall survive the termination of this Agreement and the resignation and removal of the Trustee.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust, Trust (for the benefit of the Certificateholders and the other Beneficiaries, ) and the Trustee, Trustee from and against any loss, liability, reasonable expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of or based upon the Servicer, the Trust or the Trustee pursuant to arrangement created by this Agreement, 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 Trust or the Trustee hold harmless any such indemnified party if such acts, omissions or alleged acts or omissions constitute constitute, or such actual or threatened action, proceeding or claim arose out of, or such liability, expense, damage or injury was caused by, fraud, gross negligence, breach of fiduciary duty or willful wilful misconduct by the Trusteesuch indemnified party; and provided, further, that the Servicer 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 further in this Agreement and any applicable Supplement; and provided, further, that the Servicer shall not indemnify the Trust, the Trustee or the Certificateholders or the other Beneficiaries for any liabilities, cost or expense of the Trust with respect to any action taken by the Trustee at the request of the Certificateholders 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, however, that the Servicer shall not indemnify the Trustee or its officers, directors, employees or agents for any loss, liability, expense, damage or injury caused by the fraud, gross negligence, breach of fiduciary duty or wilful misconduct of any of them. Any indemnification under this Article VIII shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the resignation or removal of the Servicer, the resignation or removal of the Trustee and/or the termination of the Trust and shall survive the termination of this Agreement and Agreement. Any such indemnification shall not be 'SS' 8.04 payable from the resignation and removal assets of the TrusteeTrust.

Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust, for the benefit of the Certificateholders and the other Beneficiaries, and the Trustee, from the Servicer's own funds, from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer, the Trust or the Trustee pursuant to this Agreement, 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 fraud, gross negligence, breach of fiduciary duty or willful wilful misconduct by the Trustee; and provided provided, further that the Servicer shall not indemnify the Trust, the Trustee or the Certificateholders or the other Beneficiaries (i) for any liabilities, cost or expense of the Trust with respect to any action taken by the Trustee at the request of the Certificateholders or any other Beneficiaries to the extent the Trustee is fully indemnified by such Certificateholders or other Beneficiaries with respect to such action or (ii) 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 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 indemnification under this Article VIII shall survive the termination of this Agreement and the resignation and removal of the Trustee.