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. (b) Transferor shall not be liable under this Section 4.04 for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld. (c) Promptly after receipt by an injured party under this Section 4.04 of notice of the commencement of any action or proceeding for which such injured party is entitled to indemnification under this Section 4.04, such injured party will, if a claim in respect thereof is to be made against Transferor under this Section 4.04, notify Transferor of the commencement thereof; but the omission to so notify Transferor (i) will not relieve it from any liability under Section 4.04 unless and to the extent that such failure to notify results in the forfeiture by Transferor, or the material impairment, of substantial rights and defenses and (ii) will not, in any event, relieve Transferor from any obligations to any injured party that are in addition to the indemnification obligation provided in this Section 4.04. If any such action or proceeding is brought that involves any injured party, the injured party shall promptly notify Transferor of the commencement thereof and Transferor will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such injured party; provided, however, that if (x) the use of counsel chosen by Transferor to represent the injured party would present such counsel with a conflict of interest which, if such counsel had been retained, would have required such counsel to withdraw from such representation, (y) the injured party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to Transferor or to other indemnified parties, or (z) Transferor shall not have employed counsel satisfactory to the injured party to represent the injured party within a reasonable time after receipt by Transferor of notice of the institution of such action or proceeding, then, in each such case, (1) Transferor shall not have the right to direct the defense of such action on behalf of such injured party or parties, (2) such injured party or parties shall have the right to select separate counsel to defend such action on behalf of such injured party or parties (provided that, if more than one injured party is subject to the circumstances described in clause (y), then, to the extent permitted by the rules of professional conduct applicable to attorneys, all such indemnified parties shall be represented by one such separate counsel) and (3) all costs and expenses of each such injured party in connection with such action or proceeding shall be paid by Transferor pursuant to Section 4.04(a) above. Transferor may settle any claim for which an injured party seeks indemnification under this Section 4.04 so long as (A) Transferor pays the settlement in full and (B) as a result thereof, the injured party is released from all liability under such claim. (d) After notice from Transferor to such injured party of Transferor's election so to assume the defense thereof and approval by such injured party of counsel appointed to defend such action, Transferor will not be liable to such injured party under this Section 4.04 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such injured party in connection with the defense thereof, unless (i) the injured party shall have employed separate counsel in accordance with the immediately preceding paragraph or (ii) Transferor has authorized in writing the employment of counsel for the injured party at the expense of Transferor. If Transferor assumes the defense of any such action or proceeding, the injured party shall have the right to employ separate counsel therein, and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne exclusively by such injured party without any right or entitlement to reimbursement by Transferor or its Affiliates except as otherwise provided in the preceding sentence and in the preceding paragraph. (e) The provisions of this Section 4.04 shall survive the termination of this Agreement and the earlier removal or resignation of the Owner Trustee.

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 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. (b) Transferor shall not be liable under this Section 4.04 for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld. (c) Promptly after receipt by an injured party under this Section 4.04 of notice of the commencement of any action or proceeding for which such injured party is entitled to indemnification under this Section 4.04, such injured party will, if a claim in respect thereof is to be made against Transferor under this Section 4.04, notify Transferor of the commencement thereof; but the omission to so notify Transferor (i) will not relieve it from any liability under Section 4.04 unless and to the extent that such failure to notify results in the forfeiture by Transferor, or the material impairment, of substantial rights and defenses and (ii) will not, in any event, relieve Transferor from any obligations to any injured party that are in addition to the indemnification obligation provided in this Section 4.04. If any such action or proceeding is brought that involves any injured party, the injured party shall promptly notify Transferor of the commencement thereof and Transferor will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such injured party; provided, however, that if (x) the use of counsel chosen by Transferor to represent the injured party would present such counsel with a conflict of interest which, if such counsel had been retained, would have required such counsel to withdraw from such representation, (y) the injured party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to Transferor or to other indemnified parties, or (z) Transferor shall not have employed counsel satisfactory to the injured party to represent the injured party within a reasonable time after receipt by Transferor of notice of the institution of such action or proceeding, then, in each such case, (1) Transferor shall not have the right to direct the defense of such action on behalf of such injured party or parties, (2) such injured party or parties shall have the right to select separate counsel to defend such action on behalf of such injured party or parties (provided that, if more than one injured party is subject to the circumstances described in clause (y), then, to the extent permitted by the rules of professional conduct applicable to attorneys, all such indemnified parties shall be represented by one such separate counsel) and (3) all costs and expenses of each such injured party in connection with such action or proceeding shall be paid by Transferor pursuant to Section 4.04(a) above. Transferor may settle any claim for which an injured party seeks indemnification under this Section 4.04 so long as (A) Transferor pays the settlement in full and (B) as a result thereof, the injured party is released from all liability under such claim. (d) After notice from Transferor to such injured party of Transferor's ’s election so to assume the defense thereof and approval by such injured party of counsel appointed to defend such action, Transferor will not be liable to such injured party under this Section 4.04 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such injured party in connection with the defense thereof, unless (i) the injured party shall have employed separate counsel in accordance with the immediately preceding paragraph or (ii) Transferor has authorized in writing the employment of counsel for the injured party at the expense of Transferor. If Transferor assumes the defense of any such action or proceeding, the injured party shall have the right to employ separate counsel therein, and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne exclusively by such injured party without any right or entitlement to reimbursement by Transferor or its Affiliates except as otherwise provided in the preceding sentence and in the preceding paragraph. (e) The provisions of this Section 4.04 shall survive the termination of this Agreement and the earlier removal or resignation of the Owner Trustee.

Transferor Indemnification. (a) For a period of eighteen (18) months from Closing, Transferor shall keep and save the Partnership harmless from and shall indemnify and hold harmless Issuer, defend 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 Partnership against any lossand all obligations, liabilityjudgments, expenseliabilities, 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 penalties, violations, fees, fines, claims, losses, costs, demands, damages, liens, encumbrances 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, expenses including any judgment, award, settlement, reasonable attorneys' fees (collectively, "Damages"), whether direct or consequential and other costs no matter how arising, in any way related to, connected with or expenses incurred in connection with the defense arising or resulting from (i) any material breach of any actual representation or threatened actionwarranty of Transferor under this Agreement, proceeding (ii) any material breach or claimdefault by Transferor of any covenant or agreement of Transferor under this Agreement; provided, however, that and (iii) the Excluded Assets. 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, forever hold the Certificate Trust or any Noteholder or Note Owner for any liabilities, costs or expenses Partnership harmless with respect to the Excluded Liabilities. If any action taken by Certificate Trust Trustee at lien, claim, charge or order for the direction payment of money shall be filed against the Assets or any portion thereof, or against the Partnership or its respective assigns, based on any act or omission or alleged act or omission of Transferor, or its agents, representatives or employees, and whether or not such lien, claim, charge or order shall be valid or enforceable, within ten (10) days after notice to Transferor of the Holders of Notes and Investor Certificatesfiling thereof, 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 Issuertake any and all actions, the Certificate Trust by bonding, deposit, payment or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for exampleotherwise, as a result of the performance of the Receivablesit deems reasonably necessary to remove and satisfy such lien, market fluctuationsclaim, a shortfall charge 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 hereoforder. (b) Transferor shall not be liable under this Section 4.04 for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld. (c) Promptly after receipt by an injured party under this Section 4.04 of notice of the commencement of any action or proceeding for which such injured party is entitled to indemnification under this Section 4.04, such injured party will, if a claim in respect thereof is to be made against Transferor under this Section 4.04, notify Transferor of the commencement thereof; but the omission to so notify Transferor (i) will not relieve it from any liability under Section 4.04 unless and to the extent that such failure to notify results in the forfeiture by Transferor, or the material impairment, of substantial rights and defenses and (ii) will not, in any event, relieve Transferor from any obligations to any injured party that are in addition to the indemnification obligation provided in this Section 4.04. If any such action or proceeding is brought that involves any injured party, the injured party The Partnership shall promptly notify Transferor of in the commencement thereof event that any claim is made against the Partnership or the Assets for which Transferor has agreed to indemnify the Partnership as set forth in this Agreement, and Transferor will be entitled shall thereupon undertake to participate therein anddefend promptly and hold the Partnership free and harmless therefrom, using counsel reasonably satisfactory to the Partnership; but the Partnership's failure to so notify shall not relieve Transferor of its obligations hereunder except to the extent that it may wish, to assume is actually prejudiced or damaged thereby. Once the defense thereofthereof is assumed by Transferor, with counsel reasonably satisfactory to such injured party; provided, however, that if (x) the use of counsel chosen by Transferor to represent the injured party would present such counsel with a conflict of interest which, if such counsel had been retained, would have required such counsel to withdraw from such representation, (y) the injured party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to Transferor or to other indemnified parties, or (z) Transferor shall not have employed counsel satisfactory to keep the injured party to represent the injured party within a reasonable time after receipt by Transferor Partnership advised of notice of the institution of such action or proceeding, then, all developments in each such case, (1) Transferor shall not have the right to direct the defense of such action on behalf of such injured party or parties, (2) such injured party or parties shall have the right to select separate counsel to defend such action on behalf of such injured party or parties (provided that, if more than one injured party is subject to the circumstances described in clause (y), then, to the extent permitted by the rules of professional conduct applicable to attorneys, all such indemnified parties shall be represented by one such separate counsel) and (3) all costs and expenses of each such injured party in connection with such action or proceeding shall be paid by Transferor pursuant to Section 4.04(a) above. Transferor may settle any claim for which an injured party seeks indemnification under this Section 4.04 so long as (A) Transferor pays the settlement in full and (B) as a result thereof, the injured party is released from all liability under such claim. (d) After notice from Transferor to such injured party of Transferor's election so to assume the defense thereof and approval by such injured party of counsel appointed to defend such action, Transferor will not be liable to such injured party under this Section 4.04 for in any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such injured party in connection with the defense thereof, unless (i) the injured party shall have employed separate counsel in accordance with the immediately preceding paragraph or (ii) Transferor has authorized in writing the employment of counsel for the injured party at the expense of Transferor. If Transferor assumes the defense of any such action or proceeding, the injured party shall have the right to employ separate counsel thereinrelated litigation, and the Partnership shall be entitled at all times to participate in the defense thereof at its own expense. If Transferor fails to discharge or represent in writing that it will undertake to defend against any such liability within ten (10) days after notice thereof, but the fees and expenses of such counsel shall be borne exclusively by such injured party without any right or entitlement to reimbursement by Transferor or its Affiliates except as otherwise provided in the preceding sentence and in the preceding paragraph. (e) The provisions of this Section 4.04 shall survive the termination of this Agreement and the earlier removal or resignation of the Owner Trustee.,

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. (b) Transferor shall not be liable under this Section 4.04 for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld. (c) Promptly after receipt by an injured party under this Section 4.04 of notice of the commencement of any action or proceeding for which such injured party is entitled to indemnification under this Section 4.04, such injured party will, if a claim in respect thereof is to be made against Transferor under this Section 4.04, notify Transferor of the commencement thereof; but the omission to so notify Transferor (i) will not relieve it from any liability under Section 4.04 unless and to the extent that such failure to notify results in the forfeiture by Transferor, or the material impairment, of substantial rights and defenses and (ii) will not, in any event, relieve Transferor from any obligations to any injured party that are in addition to the indemnification obligation provided in this Section 4.04. If any such action or proceeding is brought that involves any injured party, the injured party shall promptly notify Transferor of the commencement thereof and Transferor will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such injured party; provided, however, that if (x) the use of counsel chosen by Transferor to represent the injured party would present such counsel with a conflict of interest which, if such counsel had been retained, would have required such counsel to withdraw from such representation, (y) the injured party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to Transferor or to other indemnified parties, or (z) Transferor shall not have employed counsel satisfactory to the injured party to represent the injured party within a reasonable time after receipt by Transferor of notice of the institution of such action or proceeding, then, in each such case, (1) Transferor shall not have the right to direct the defense of such action on behalf of such injured party or parties, (2) such injured party or parties shall have the right to select separate counsel to defend such action on behalf of such injured party or parties (provided that, if more than one injured party is subject to the circumstances described in clause (y), then, to the extent permitted by the rules of professional conduct applicable to attorneys, all such indemnified parties shall be represented by one such separate counsel) and (3) all costs and expenses of each such injured party in connection with such action or proceeding shall be paid by Transferor pursuant to Section 4.04(a) above. Transferor may settle any claim for which an injured party seeks indemnification under this Section 4.04 so long as (A) Transferor pays the settlement in full and (B) as a result thereof, the injured party is released from all liability under such claim. (d) After notice from Transferor to such injured party of Transferor's ’s election so to assume the defense thereof and approval by such injured party of counsel appointed to defend such action, Transferor will not be liable to such injured party under this Section 4.04 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such injured party in connection with the defense thereof, unless (i) the injured party shall have employed separate counsel in accordance with the immediately preceding paragraph or (ii) Transferor has authorized in writing the employment of counsel for the injured party at the expense of Transferor. If Transferor assumes the defense of any such action or proceeding, the injured party shall have the right to employ separate counsel therein, and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne exclusively by such injured party without any right or entitlement to reimbursement by Transferor or its Affiliates except as otherwise provided in the preceding sentence and in the preceding paragraph. (e) The provisions of this Section 4.04 shall survive the termination of this Agreement and the earlier removal or resignation of the Owner Trustee.

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. (b) Transferor shall not be liable under this Section 4.04 for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld. (c) Promptly after receipt by an injured party under this Section 4.04 of notice of the commencement of any action or proceeding for which such injured party is entitled to indemnification under this Section 4.04, such injured party will, if a claim in respect thereof is to be made against Transferor under this Section 4.04, notify Transferor of the commencement thereof; but the omission to so notify Transferor (i) will not relieve it from any liability under Section 4.04 unless and to the extent that such failure to notify results in the forfeiture by Transferor, or the material impairment, of substantial rights and defenses and (ii) will not, in any event, relieve Transferor from any obligations to any injured party that are in addition to the indemnification obligation provided in this Section 4.04. If any such action or proceeding is brought that involves any injured party, the injured party shall promptly notify Transferor of the commencement thereof and Transferor will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such injured party; provided, however, that if (x) the use of counsel chosen by Transferor to represent the injured party would present such counsel with a conflict of interest which, if such counsel had been retained, would have required such counsel to withdraw from such representation, (y) the injured party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to Transferor or to other indemnified parties, or (z) Transferor shall not have employed counsel satisfactory to the injured party to represent the injured party within a reasonable time after receipt by Transferor of notice of the institution of such action or proceeding, then, in each such case, (1) Transferor shall not have the right to direct the defense of such action on behalf of such injured party or parties, (2) such injured party or parties shall have the right to select separate counsel to defend such action on behalf of such injured party or parties (provided that, if more than one injured party is subject to the circumstances described in clause (y), then, to the extent permitted by the rules of professional conduct applicable to attorneys, all such indemnified parties shall be represented by one such separate counsel) and (3) all costs and expenses of each such injured party in connection with such action or proceeding shall be paid by Transferor pursuant to Section 4.04(a) above. Transferor may settle any claim for which an injured party seeks indemnification under this Section 4.04 so long as (A) Transferor pays the settlement in full and (B) as a result thereof, the injured party is released from all liability under such claim. (d) After notice from Transferor to such injured party of Transferor's ’s election so to assume the defense thereof and approval by such injured party of counsel appointed to defend such action, Transferor will not be liable to such injured party under this Section 4.04 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such injured party in connection with the defense thereof, unless (i) the injured party shall have employed separate counsel in accordance with the immediately preceding paragraph or (ii) Transferor has authorized in writing the employment of counsel for the injured party at the expense of Transferor. If Transferor assumes the defense of any such action or proceeding, the injured party shall have the right to employ separate counsel therein, and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne exclusively by such injured party without any right or entitlement to reimbursement by Transferor or its Affiliates except as otherwise provided in the preceding sentence and in the preceding paragraph. (e) The provisions of this Section 4.04 shall survive the termination of this Agreement and the earlier removal or resignation of the Owner Trustee.

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. (ba) Transferor shall not be liable under this Section 4.04 for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld. (cb) Promptly after receipt by an injured party under this Section 4.04 of notice of the commencement of any action or proceeding for which such injured party is entitled to indemnification under this Section 4.04, such injured party will, if a claim in respect thereof is to be made against Transferor under this Section 4.04, notify Transferor of the commencement thereof; but the omission to so notify Transferor (i) will not relieve it from any liability under Section 4.04 unless and to the extent that such failure to notify results in the forfeiture by Transferor, or the material impairment, of substantial rights and defenses and (ii) will not, in any event, relieve Transferor from any obligations to any injured party that are in addition to the indemnification obligation provided in this Section 4.04. If any such action or proceeding is brought that involves any injured party, the injured party shall promptly notify Transferor of the commencement thereof and Transferor will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such injured party; provided, however, that if (x) the use of counsel chosen by Transferor to represent the injured party would present such counsel with a conflict of interest which, if such counsel had been retained, would have required such counsel to withdraw from such representation, (y) the injured party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to Transferor or to other indemnified parties, or (z) Transferor shall not have employed counsel satisfactory to the injured party to represent the injured party within a reasonable time after receipt by Transferor of notice of the institution of such action or proceeding, then, in each such case, (1) Transferor shall not have the right to direct the defense of such action on behalf of such injured party or parties, (2) such injured party or 34 parties shall have the right to select separate counsel to defend such action on behalf of such injured party or parties (provided that, if more than one injured party is subject to the circumstances described in clause (y), then, to the extent permitted by the rules of professional conduct applicable to attorneys, all such indemnified parties shall be represented by one such separate counsel) and (3) all costs and expenses of each such injured party in connection with such action or proceeding shall be paid by Transferor pursuant to Section 4.04(a) above. Transferor may settle any claim for which an injured party seeks indemnification under this Section 4.04 so long as (A) Transferor pays the settlement in full and (B) as a result thereof, the injured party is released from all liability under such claim. (dc) After notice from Transferor to such injured party of Transferor's election so to assume the defense thereof and approval by such injured party of counsel appointed to defend such action, Transferor will not be liable to such injured party under this Section 4.04 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such injured party in connection with the defense thereof, unless (i) the injured party shall have employed separate counsel in accordance with the immediately preceding paragraph or (ii) Transferor has authorized in writing the employment of counsel for the injured party at the expense of Transferor. If Transferor assumes the defense of any such action or proceeding, the injured party shall have the right to employ separate counsel therein, and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne exclusively by such injured party without any right or entitlement to reimbursement by Transferor or its Affiliates except as otherwise provided in the preceding sentence and in the preceding paragraph. (ed) The provisions of this Section 4.04 shall survive the termination of this Agreement and the earlier removal or resignation of the Owner Trustee.