Common use of Transferor Indemnification of Issuer and Trustees Clause in Contracts

Transferor Indemnification of Issuer and Trustees. (a) Notwithstanding Section 4.03 to the contrary, the Transferor will indemnify and hold harmless each of the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee and any trustees predecessor thereto and their respective directors, officers, employees and agents from and against any and all loss, liability, claim, expense, damage or injury suffered or sustained thereby by reason of (1) any acts or omissions of the Transferor in connection with this Agreement or (2) the acceptance or performance of the trusts and duties contained herein and in the other Transaction Documents to which the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, is a party; provided, however, that the Transferor will not indemnify the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee for: (i) any such loss, liability, claim, expense, damage or injury arising from the negligence or willful misconduct of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable; (ii) any liabilities, cost or expense of the Issuer with respect to any action taken by the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, at the request of any such Noteholders or Series Enhancers to the extent that the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, is fully indemnified by such Noteholders or Series Enhancers with respect to such action; or (iii) with respect to any United States federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Issuer or any Noteholder or Series Enhancer in connection herewith or with the Indenture to any taxing authority. (b) Subject to Section 4.01, any indemnification pursuant to this Section will only be payable from (i) the excess of the Transferor's Interest for any date of determination over the Required Transferor Interest as of such date and (ii) any other assets of the Transferor not pledged to third parties or otherwise encumbered in a manner permitted by the Transferor's Certificate of Incorporation and will only be made after payment in full of any amounts that the Transferor is obligated to deposit into the Collection Account or the Excess Funding Account pursuant to this Agreement. The Transferor's obligations under this Section survives the termination of this Agreement or the Issuer or the earlier removal or resignation of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable.

Transferor Indemnification of Issuer and Trustees. (a) Notwithstanding Section 4.03 to the contrary, the Transferor will indemnify and hold harmless each of the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee and any trustees predecessor thereto and their respective directors, officers, employees and agents from and against any and all loss, liability, claim, expense, damage or injury suffered or sustained thereby by reason of (1) any acts or omissions of the Transferor in connection with this Agreement or (2) the acceptance or performance of the trusts and duties contained herein and in the other Transaction Documents to which the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, is a party; provided, however, that the Transferor will not indemnify the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee for: (i) any such loss, liability, claim, expense, damage or injury arising from the negligence or willful misconduct of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable; (ii) any liabilities, cost or expense of the Issuer with respect to any action taken by the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, at the request of any such Noteholders or Series Enhancers to the extent that the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, is fully indemnified by such Noteholders or Series Enhancers with respect to such action; or (iii) with respect to any United States federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Issuer or any Noteholder or Series Enhancer in connection herewith or with the Indenture to any taxing authority. (b) Subject to Section 4.01, any indemnification pursuant to this Section will only be payable from (i) the excess of the Transferor's ’s Interest for any date of determination over the Required Transferor Interest as of such date and (ii) any other assets of the Transferor not pledged to third parties or otherwise encumbered in a manner permitted by the Transferor's ’s Certificate of Incorporation and will only be made after payment in full of any amounts that the Transferor is obligated to deposit into the Collection Account or the Excess Funding Account pursuant to this Agreement. The Transferor's ’s obligations under this Section survives the termination of this Agreement or the Issuer or the earlier removal or resignation of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable.

Transferor Indemnification of Issuer and Trustees. (a) Notwithstanding Section 4.03 to the contrary, the Transferor will indemnify and hold harmless each of the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee and any trustees predecessor thereto and their respective directors, officers, employees and agents from and against any and all loss, liability, claim, expense, damage or injury suffered or sustained thereby by reason of (1) any acts or omissions of the Transferor in connection with this Agreement or (2) the acceptance or performance of the trusts and duties contained herein and in the other Transaction Documents to which the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, is a party; provided, however, that the Transferor will not indemnify the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee for: (i) any such loss, liability, claim, expense, damage or injury arising from the negligence or willful misconduct of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable; (ii) any liabilities, cost or expense of the Issuer with respect to any action taken by the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, at the request of any such Noteholders or Series Enhancers to the extent that the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, is fully indemnified by such Noteholders or Series Enhancers with respect to such action; or (iii) with respect to any United States federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Issuer or any Noteholder or Series Enhancer in connection herewith or with the Indenture to any taxing authority. (b) Subject to Section 4.01, any indemnification pursuant to this Section will only be payable from (i) the excess of the Transferor's Interest for any date of determination over the Required Transferor Interest as of such date and (ii) any other assets of the Transferor not pledged to third parties or otherwise encumbered in a manner permitted by the Transferor's Certificate of Incorporation Formation and will only be made after payment in full of any amounts that the Transferor is obligated to deposit into the Collection Account or the Excess Funding Account pursuant to this Agreement. The Transferor's obligations under this Section survives the termination of this Agreement or the Issuer or the earlier removal or resignation of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable.