Common use of Transferor Indemnification Clause in Contracts

Transferor Indemnification. (a) Transferor shall indemnify and hold harmless Issuer, the Certificate Trust, Certificate Trust Trustee, Indenture Trustee and Owner Trustee, and their respective officers, directors, employees and agents (each, an "Indemnified Person"), from and against any loss, liability, expense, damage or injury (i) suffered or sustained by reason of any acts or omissions or alleged acts or omissions arising out of or based upon the arrangement created by this Agreement and the other Transaction Documents, or (ii) arising from or incurred in connection with Owner Trustee's administration of Issuer and the performance of its duties pursuant to this Agreement or any other Transaction Document, 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 Transferor shall not indemnify any such Indemnified Person if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that Transferor shall not indemnify Issuer, the Certificate Trust or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by Certificate Trust Trustee at the direction of the Holders of Notes and Investor Certificates, or by Indenture Trustee at the direction of the Noteholders, in either case given in accordance with the applicable Transaction Documents; and provided, further, that Transferor shall not indemnify Issuer, the Certificate Trust or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Transferor shall not indemnify Issuer, the Certificate Trust or any Noteholder or Note Owner for any liabilities, costs or expenses of the Receivables Trust, Issuer, the Noteholders or the Note 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 Issuer, the Certificate Trust, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnifications under this Section 4.04 shall not be payable from the assets of the Issuer or the Certificate Trust and shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof.

Transferor Indemnification. (a) Transferor shall indemnify and hold harmless Issuer, the Certificate Trust, Certificate Trust Trustee, Indenture Trustee and Owner Trustee, and their respective officers, directors, employees and agents (each, an "“Indemnified Person"”), from and against any loss, liability, expense, damage or injury (i) suffered or sustained by reason of any acts or omissions or alleged acts or omissions arising out of or based upon the arrangement created by this Agreement and the other Transaction Documents, or (ii) arising from or incurred in connection with Owner Trustee's ’s administration of Issuer and the performance of its duties pursuant to this Agreement or any other Transaction Document, 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 Transferor shall not indemnify any such Indemnified Person if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that Transferor shall not indemnify Issuer, the Certificate Trust Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by Certificate Trust Trustee at the direction of the Holders of Notes and Investor Certificates, or by Indenture Trustee at the direction of the Noteholders, in either case Noteholders given in accordance with the applicable Transaction Documents, except for any action taken at the request of Noteholders or Note Owners pursuant to Section 2.09 of this Agreement; and provided, further, that Transferor shall not indemnify Issuer, the Certificate Trust Issuer or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Transferor shall not indemnify Issuer, the Certificate Trust Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses of the Receivables Trust, Issuer, the Noteholders or the Note 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 Issuer, the Certificate Trust, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnifications under this Section 4.04 shall not be payable from the assets of the Issuer or the Certificate Trust and shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof.

Transferor Indemnification. (a) Transferor shall indemnify and hold harmless Issuer, the Certificate Trust, Certificate Trust Trustee, Indenture Trustee and Owner Trustee, and their respective officers, directors, employees and agents (each, an "“Indemnified Person"”), from and against any loss, liability, expense, damage or injury (i) suffered or sustained by reason of any acts or omissions or alleged acts or omissions arising out of or based upon the arrangement created by this Agreement and the other Transaction Documents, or (ii) arising from or incurred in connection with Owner Trustee's ’s administration of Issuer and the performance of its duties pursuant to this Agreement or any other Transaction Document, 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 Transferor shall not indemnify any such Indemnified Person if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that Transferor shall not indemnify Issuer, the Certificate Trust Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by Certificate Trust Trustee at the direction of the Holders of Notes and Investor Certificates, or by Indenture Trustee at the direction of the Noteholders, in either case Noteholders given in accordance with the applicable Transaction Documents; and provided, further, that Transferor shall not indemnify Issuer, the Certificate Trust Issuer or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Transferor shall not indemnify Issuer, the Certificate Trust Issuer or any Noteholder or Note Owner for any liabilities, costs or expenses of the Receivables Trust, Issuer, the Noteholders or the Note 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 Issuer, the Certificate Trust, the Noteholders or the Note Owners in connection herewith to any taxing authority. Any such indemnifications under this Section 4.04 shall not be payable from the assets of the Issuer or the Certificate Trust and shall be subordinated to the Notes. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof.