Common use of Transferor Indemnification of the Trust and the Trustee Clause in Contracts

Transferor Indemnification of the Trust and the Trustee. Discover Funding as the Holder of the Transferor Certificate shall indemnify and hold harmless the Trust 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 Transferor with respect to the Trust or the Trustee (whether or not indemnified against by other parties) pursuant to this Agreement or any Series Supplement, 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 and any legal fees and expenses incurred in connection with any action or suit brought by the Trustee to enforce any indemnification obligation of the Transferor; provided, however, that Discover Funding as the Holder of the Transferor Certificate shall not indemnify the Trustee if such acts, omissions or alleged acts or omissions constitute fraud, negligence or willful misconduct by the Trustee; and provided, further, that, except as explicitly set forth in this Agreement or any Series Supplement, Discover Funding as the Holder of the Transferor Certificate shall not indemnify the Trust or the Investor Certificateholders for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; and provided, further, that Discover Funding as the Holder of the Transferor Certificate shall not indemnify the Trust or the Investor Certificateholders 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 Investor Certificateholders in connection herewith to any taxing authority, which taxes shall be the sole obligation of the Trust or the Investor Certificateholders. Any such indemnification shall only be from assets of the Transferor, shall be subordinate to the security interest of the Trust in the Receivables and Interchange and shall not constitute a claim against the Transferor in excess of the lesser of (i) the Transferor’s assets available to pay such claim or (ii) the amount of such claim multiplied by a fraction the numerator of which is the aggregate amount of Principal Receivables in the Trust which were originated by the Transferor and the denominator of which is the aggregate amount of Principal Receivables in the Trust. The obligations under this Section 7.04 shall survive the termination of the Trust and the resignation or removal of the Trustee.

Transferor Indemnification of the Trust and the Trustee. Discover Funding as the Holder of the Transferor Certificate shall indemnify and hold harmless the Trust 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 Transferor with respect to the Trust, the Trust or the Trustee (whether or not indemnified against by other parties) pursuant to this Agreement or any Series Supplement, 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 and any legal fees and expenses incurred in connection with any action or suit brought by the Trustee to enforce any indemnification obligation of the Transferorclaim; provided, however, that Discover Funding as the Holder of the Transferor Certificate shall not indemnify the Trustee if such acts, omissions or alleged acts or omissions constitute fraud, negligence negligence, breach of fiduciary duty or willful misconduct by the Trustee; and provided, further, that, except as explicitly set forth in this Agreement or any Series Supplement, that Discover Funding as the Holder of the Transferor Certificate shall not indemnify the Trust or the Investor Certificateholders for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; and provided, further, that Discover Funding as the Holder of the Transferor Certificate shall not indemnify the Trust or the Investor Certificateholders 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 Investor Certificateholders in connection herewith to any taxing authority, which taxes shall be the sole obligation of the Trust or the Investor Certificateholders. Any such indemnification shall only be from assets of the Transferor, shall be subordinate to the security interest of the Trust in the Receivables and Interchange and shall not constitute a claim against the Transferor in excess of the lesser of (i) the Transferor’s assets available to pay such claim or (ii) the amount of such claim multiplied by a fraction the numerator of which is the aggregate amount of Principal Receivables in the Trust which were originated by the Transferor and the denominator of which is the aggregate amount of Principal Receivables in the Trust. The obligations under this Section 7.04 shall survive the termination of the Trust and the resignation or removal of the Trustee.

Transferor Indemnification of the Trust and the Trustee. Discover Funding as the Holder of the Transferor Certificate shall indemnify and hold harmless the Trust 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 Transferor with respect to the Trust or the Trustee (whether or not indemnified against by other parties) pursuant to this Agreement or any Series Supplement, 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 and any legal fees and expenses incurred in connection with any action or suit brought by the Trustee to enforce any indemnification obligation of the Transferor; provided, however, that Discover Funding as the Holder of the Transferor Certificate shall not indemnify the Trustee if such acts, omissions or alleged acts or omissions constitute fraud, negligence or willful misconduct by the Trustee; and provided, further, that, except as explicitly set forth in this Agreement or any Series Supplement, Discover Funding as the Holder of the Transferor Certificate shall not indemnify the Trust or the Investor Certificateholders for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; and provided, further, that Discover Funding as the Holder of the Transferor Certificate shall not indemnify the Trust or the Investor Certificateholders 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 Investor Certificateholders in connection herewith to any taxing authority, which taxes shall be the sole obligation of the Trust or the Investor Certificateholders. Any such indemnification shall only be from assets of the Transferor, shall be subordinate to the security interest of the Trust in the Receivables and Interchange and shall not constitute a claim against the Transferor in excess of the lesser of (i) the Transferor’s assets available to pay such claim or (ii) the amount of such claim multiplied by a fraction the numerator of which is the aggregate amount of Principal Receivables in the Trust which were originated by the Transferor and the denominator of which is the aggregate amount of Principal Receivables in the Trust. The obligations under this Section 7.04 shall survive the termination of the Trust and the resignation or removal of the Trustee.or

Transferor Indemnification of the Trust and the Trustee. Discover Funding as the Holder of the The Transferor Certificate shall indemnify and hold harmless the Trust 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 Transferor with respect to the Trust or the Trustee (whether or not indemnified against by other parties) pursuant to this Agreement or any Series SupplementAgreement, 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 and any legal fees and expenses incurred in connection with any action or suit brought by the Trustee to enforce any indemnification obligation of the Transferorclaim; provided, however, that Discover Funding as the Holder of -------- ------- the Transferor Certificate shall not indemnify the Trust or the Trustee if such acts, omissions or alleged acts or omissions constitute fraud, negligence gross negligence, breach of fiduciary duty or willful wilful misconduct by the Trustee; and provided, further, that, except as explicitly set forth in this Agreement or any Series Supplement, Discover Funding as the Holder of provided -------- further that the Transferor Certificate shall not indemnify the Trust Trust, Trustee or the Investor ------- Certificateholders or any other Beneficiaries for any liabilities, costs cost or expenses expense of the Trust with respect to any action taken by the Trustee at the request of any such Certificateholders or other Beneficiaries to the Investor Certificateholders; and provided, further, that Discover Funding as extent the Holder of the Transferor Certificate shall not indemnify the Trust Trustee is fully indemnified by such Certificateholders or the Investor Certificateholders 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 Investor Certificateholders any Certificateholder or other Beneficiary in connection herewith to any taxing authority. Subject to Section 7.01, which taxes shall be the sole obligation of the Trust or the Investor Certificateholders. Any such any indemnification pursuant to this Section shall only be from assets of the Transferor, shall be subordinate to the security interest of the Trust in the Receivables and Interchange and shall not constitute a claim against the Transferor in excess of the lesser of (i) the excess of the Transferor’s assets available to pay 's Interest for any date of determination over the Required Participation Amount as of such claim or date and (ii) any other assets of the amount Transferor not pledged to third parties or otherwise encumbered in a manner permitted by the Transferor's Certificate of such claim multiplied by a fraction Formation and shall only be made after payment in full of any amounts that the numerator of which Transferor is the aggregate amount of Principal Receivables obligated to deposit in the Trust which were originated by the Transferor and the denominator of which is the aggregate amount of Principal Receivables in the TrustCollection Account pursuant to this Agreement. The obligations Any indemnification under this Section 7.04 Article VII shall survive the termination of the Trust and the resignation or removal of the Trusteethis Agreement.