Common use of Servicer Indemnification Clause in Contracts

Servicer Indemnification. The Servicer hereby agrees to indemnify each Indemnified Party from and against Indemnified Amounts awarded against or incurred by any of them (excluding however (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party and (b) recourse (except as otherwise specifically provided in any Transaction Document) for uncollectible Receivables) arising out of, relating to or resulting from: (i) reliance on any representation, warranty or covenant made or statement made or deemed made by the Servicer (or any of its Responsible Officers) under or in connection with any Transaction Document which shall have been incorrect when made or deemed made or which the Transferor shall have failed to perform; POOLING AND SERVICING AGREEMENT (ii) the failure by the Servicer to comply with any Transaction Document or any applicable Requirement of Law with respect to any Receivable, Account, Trust Asset or related Cardholder Agreement; (iii) any failure by the Servicer to perform its duties or obligations in accordance with the provisions of any Transaction Document, including any failure to so perform in connection with servicing, administering or collecting any Receivable or Account; or (iv) any commingling of Collections at any time with other funds. Any Indemnified Amounts due hereunder shall be payable within fifteen Business Days of submission of a claim by the Indemnified Party which describes in reasonable detail the basis for such claim. The rights of the Indemnified Parties under this Section 8.04 shall survive the collection of all Receivables, the termination of the Trust, the payment of all amounts otherwise due hereunder, the discharge of this Agreement and the resignation or removal of the Trustee.

Servicer Indemnification. (a) The Servicer hereby agrees to shall indemnify and hold harmless each Indemnified Party from and against Indemnified Amounts awarded against suffered or incurred sustained by reason of any breach by the Servicer of them (excluding however (a) its representations and warranties or obligations under this Indenture, excluding, however, Indemnified Amounts to the extent resulting from (i) willful misconduct, bad faith, gross negligence negligence, the reckless disregard by such Indemnified Party of any of his, her or willful misconduct its obligations and duties, (ii) recourse for uncollectible Acquired Advances, (iii) lost profits or for consequential, special or punitive damages or (iv) any income or franchise taxes (or any interest or penalties with respect thereto) or other taxes on or measured by the part gross or net income or receipts of such Indemnified Party and (b) recourse or (except as otherwise specifically provided in any Transaction DocumentSupplement) for uncollectible Receivables) any withholding taxes, in each case to the extent such Indemnified Amounts are incurred by such Indemnified Party arising out of, relating to of or resulting from: (i) reliance on any representation, warranty as a result of this Indenture or covenant made or statement made or deemed made by the Servicer (or any of its Responsible Officers) under security interest conveyed hereunder in Pledged Assets or in connection with respect of any Transaction Document which shall have been incorrect when made or deemed made or which the Transferor shall have failed to perform; POOLING AND SERVICING AGREEMENT (ii) the failure by the Servicer to comply with any Transaction Loan Document or any applicable Requirement of Law with respect Acquired Advance or the Purchase and Contribution Agreement. Indemnification pursuant to any Receivable, Account, Trust Asset or related Cardholder Agreement; (iii) any failure by the Servicer to perform its duties or obligations in accordance with the provisions of any Transaction Document, including any failure to so perform in connection with servicing, administering or collecting any Receivable or Account; or (iv) any commingling of Collections at any time with other funds. Any Indemnified Amounts due hereunder this Section 8.04 shall not be payable within fifteen Business Days of submission of a claim by from the Indemnified Party which describes in reasonable detail the basis for such claimPledged Assets. The rights of the Indemnified Parties under agreement contained in this Section 8.04 shall survive the collection of all ReceivablesAcquired Advances, the termination of the Trust, this Indenture and the payment of all amounts otherwise due hereunder. (b) In case any proceeding shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Section 8.04, the discharge of this Agreement Indemnified Party shall promptly notify the Servicer in writing and the resignation or removal Servicer, upon request of the TrusteeIndemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Servicer and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Servicer and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Servicer shall, in connection with any proceeding or related proceedings in the same jurisdiction, not be liable for the reasonable fees and expenses of more than one separate firm for all such Indemnified Parties. It is further understood that the Servicer shall not be liable to any Indemnified Party unless such Indemnified Party promptly notifies the Servicer in writing of its request for indemnification.

Servicer Indemnification. The Servicer hereby agrees to shall indemnify and hold harmless each of the Companies, the Class A Note Insurer, the Backup Servicer, the Indenture Trustee and the Holders and their respective Affiliates and the directors, officers, employees and agents of each thereof (the "Indemnified Party Parties"), from and against Indemnified Amounts awarded against or incurred by any of them (excluding however against: (a) Indemnified Amounts any breach of or any inaccuracy in any representation or warranty made by the Servicer in this Agreement or in any certificate delivered pursuant thereto; (b) any breach of or failure by the Servicer to perform any covenant or obligation of the extent resulting from gross negligence Servicer set out or contemplated in this Agreement (except for any such breach or failure which has been fully remedied in accordance with Section 4.03); (c) the negligence, recklessness or willful misconduct of the Servicer; (d) any dispute, counterclaim, defense, loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of any act or failure to act on the part of such Indemnified Party and (b) recourse (except as otherwise specifically provided in any Transaction Document) for uncollectible Receivables) arising out of, relating to or resulting from: (i) reliance on any representation, warranty or covenant made or statement made or deemed made by the Servicer (with respect to its obligations under this Agreement, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or any of its Responsible Officers) under or expenses incurred in connection with the defense of any Transaction Document which shall have been incorrect when made actual or deemed made threatened action, proceeding or which the Transferor shall have failed to perform; POOLING AND SERVICING AGREEMENTclaim; (iie) the any failure by the Servicer to comply with any Transaction Document or any applicable Requirement of Law with respect to any Receivable, Account, Trust Asset or related Cardholder AgreementRailcar Asset; (iiif) any failure the commingling by the Servicer to perform its duties or obligations in accordance with the provisions of any Transaction Document, including any failure to so perform in connection with servicing, administering or collecting any Receivable or Account; or (iv) any commingling of Collections at any time with any other funds; or (g) any inability to obtain any judgment in or utilize the court or other adjudication system of, any jurisdiction in which a Lessee may be located as a result of the failure of the Servicer to qualify to do business or file any notice of business activity report or any similar report; provided, however, that (i) the Servicer shall not indemnify the Indemnified Parties if such acts, omissions or alleged acts or omissions constitute fraud, negligence, or willful misconduct by such Indemnified Party, (ii) the Servicer shall not indemnify the Indemnified Parties for any liability, cost or expense of the Collateral 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 Holders in connection herewith to any taxing authority, (iii) the Servicer shall not indemnify the Indemnified Parties in respect of any Tax Payment Amount owing by any Company, except to the extent that (A) the Servicer shall have failed to include in the Monthly Servicer Report complete and correct information in respect of such Tax Payment Amount and the Tax Payment Recipient thereof and (B) amounts shall have been paid to or at the direction of the Companies under Section 12.02(d) or Section 6.08 of the Indenture, as applicable, which would not have been so paid but for such failure, and (iv) in the event that a Successor Servicer (including the Backup Servicer) shall succeed to the duties of the Servicer, the provisions of this Section 5.03 shall not apply to such Successor Servicer unless expressly agreed to thereby. The provisions of this Section 5.03 shall survive any expiration or termination of this Agreement. Any Indemnified Amounts due hereunder shall be payable within fifteen Business Days of submission of a claim by the Indemnified Party which describes in reasonable detail the basis for such claim. The rights of indemnification owed to the Indemnified Parties under this Section 8.04 5.03 shall survive the collection of all Receivables, the termination be due and payable within 30 days of the Trust, the payment of all amounts otherwise due hereunder, the discharge of this Agreement and the resignation or removal of the Trusteeapplicable Indemnified Party's demand therefor.

Servicer Indemnification. The Servicer hereby agrees to indemnify each Indemnified Party from and against Indemnified Amounts awarded against or incurred by any of them arising out of or resulting from the Agreement, this Series Supplement, the activities of the Trust or the Trustee in connection therewith, the Transferor's use of proceeds of Transfers of Receivables or reinvestments of Collections, the interest conveyed under the Agreement in Trust Assets, or in respect of any Receivable or the Receivables Purchase Agreement (excluding however (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party and to which such Indemnified Amount would otherwise be due, (b) losses in respect of Receivables to the extent reimbursement therefor would constitute credit recourse to the Transferor for nonpayment of any Receivable by any Originator and (except as otherwise specifically provided in c) any Transaction Documentincome or franchise taxes or similar taxes (or any interest or penalties with respect thereto) for uncollectible Receivables) incurred by such Indemnified Party arising out ofof or as a result of this Series Supplement or the interest conveyed hereunder in Trust Assets or in respect of any Receivable or the Receivables Purchase Agreement, relating in each case to or resulting fromthe extent caused by: (i) reliance on any representation, warranty or covenant made or statement made or deemed made by the Servicer (or any of its Responsible Officers) under or in connection with any Transaction Document the Agreement or this Series Supplement which shall have been incorrect in any material respect when made or deemed made or which the Transferor Servicer shall have failed to perform; POOLING AND SERVICING AGREEMENT; (ii) the failure by the Servicer to comply with any Transaction Document or any applicable Requirement of Law with respect to any Receivable, Account, Trust Asset Receivable or the related Cardholder AgreementContract; (iii) any commingling of Collections with other funds of the Servicer or any Affiliate; (iv) any claim brought by any Person other than an Indemnified Party arising from any activity by the Servicer or any Affiliate of the Servicer in servicing, administering or collecting any Receivable; or (v) any failure by the Servicer to perform its duties or obligations in accordance with the provisions of any Transaction Document, including any failure the Agreement or this Series Supplement. Indemnification pursuant to so perform in connection with servicing, administering or collecting any Receivable or Account; or (iv) any commingling of Collections at any time with other funds. Any Indemnified Amounts due hereunder this SECTION 7.10 shall only be payable within fifteen Business Days from the assets of submission of a claim by the Indemnified Party which describes in reasonable detail the basis for such claimServicer. The rights of the Indemnified Parties under agreement contained in this Section 8.04 SECTION 7.10 shall survive the collection of all Receivables, the termination of the Trust, Trust and the payment of all amounts otherwise due hereunderunder the Agreement and this Series Supplement. Any Indemnified Amounts due hereunder shall be payable following submission of a claim by the Indemnified Party accompanied by information and documentation reasonably supporting such claim. All rights of indemnification under this SECTION 7.10 are in addition to, and not by way of substitution for, the discharge obligations and liabilities of this the Transferor and/or the Servicer in favor of the Indemnified Parties under the Agreement and the resignation or removal under this Series Supplement (including, without limitation, under Section 8.04 of the TrusteeAgreement).

Servicer Indemnification. The Servicer hereby agrees to indemnify each Indemnified Party from and against Indemnified Amounts awarded against or incurred by any of them arising out of or resulting from this Agreement, the activities of the Trust or the Trustee in connection herewith, the Transferor's use of proceeds of Transfers of Receivables or reinvestments of Collections, the interest conveyed hereunder in Trust Assets, or in respect of any Receivable or the Receivables Purchase Agreements (excluding however (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party and to which such Indemnified Amount would otherwise be due, (b) losses in respect of Receivables to the extent reimbursement therefor would constitute credit recourse to the Transferor for nonpayment of any Receivable by any Originator and (except as otherwise specifically provided in c) any Transaction Documentincome or franchise taxes or similar taxes (or any interest or penalties with respect thereto) for uncollectible Receivables) incurred by such Indemnified Party arising out of, relating of or as a result of this Agreement or the interest conveyed hereunder in Trust Assets or in respect of any Receivable or the Receivables Purchase Agreements) to or resulting fromthe extent caused by: (i) reliance on any representation, warranty or covenant made or statement made or deemed made by the Servicer (or any of its Responsible Officers) under or in connection with any Transaction Document this Agreement which shall have been incorrect in any material respect when made or deemed made or which the Transferor Servicer shall have failed to perform; POOLING AND SERVICING AGREEMENT; (ii) the failure by the Servicer to comply with any Transaction Document or any applicable Requirement of Law with respect to any Receivable, Account, Trust Asset Receivable or the related Cardholder AgreementContract; (iii) any failure commingling by the Servicer to perform its duties of Collections with other funds of the Servicer or obligations in accordance with the provisions of any Transaction Document, including any failure to so perform in connection with servicing, administering or collecting any Receivable or Account; orAffiliate; (iv) any commingling of Collections at claim brought by any time with Person other funds. Any than an Indemnified Amounts due hereunder shall be payable within fifteen Business Days of submission of a claim Party arising from any activity by the Indemnified Party which describes in reasonable detail the basis for such claim. The rights of the Indemnified Parties under this Section 8.04 shall survive the collection of all Receivables, the termination of the Trust, the payment of all amounts otherwise due hereunder, the discharge of this Agreement and the resignation or removal of the Trustee.Servicer or