Common use of Custodian’s Indemnification Clause in Contracts

Custodian’s Indemnification. (a) The Servicer as custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this Agreement; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer, the Owner Trustee or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s, the Owner Trustee’s or the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Indenture Trustee, the Owner Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner Indenture Trustee, and the Servicer shall not be liable Owner Trustee or the Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or the Servicer, in its capacity as custodian. The Servicer shall not be responsible for any loss occasioned by the Owner Trustee, failure of the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made or its agent or designee to return any indemnity payments pursuant to this Section and the Person to documents or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestdelay in doing so.

Custodian’s Indemnification. (a) The Subject to Section 5.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee Issuer and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files including those incurred in accordance connection with any action, claim or suit brought to enforce the terms of this AgreementIndenture Trustee’s right to indemnification; provided, however, that the Servicer shall as custodian will not be liable (i) to the Owner Indenture Trustee or to the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner TrusteeIndenture Trustee or the Issuer, and the Servicer shall not be liable respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.1(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.1(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or Servicer, the Owner Trustee, in its capacity as custodian. Any amount payable to the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and 2.1(f), to the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to extent not paid by the Servicer, without interestshall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Custodian’s Indemnification. (a) The Servicer Servicer, as custodian custodian, shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee or the Indenture Trustee or any of them their officers, directors, employees or agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files Files, including but not limited to any legal fees or expenses incurred by the Indenture Trustee in accordance connection with the terms enforcement of this Agreementthe custodian’s indemnification or other obligations hereunder; provided, however, that the Servicer shall not be liable to the Owner Trustee, the Indenture Trustee for any portion of or any such amount resulting from the willful misfeasanceofficer, bad faith director, employee or gross negligence agent of the Owner Trustee, and the Servicer shall not be liable to Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence (or gross negligence in the case of the Owner Trustee) of the Owner Trustee or the Indenture Trustee, in each as the case to the extent may be, or any such matters have been determined definitively by a court officer, director, employee or agent of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee or the Indenture Trustee, as the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified case may be. Indemnification under this Section 3.05 (a “Custodian Indemnified Party”) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or the resignation or removal of the Servicer, Servicer or the Owner Trustee, the Indenture Trustee termination of this Agreement with respect to acts or omissions of such Servicer preceding such resignation or removal and shall include reasonable fees and expenses of counsel and expenses of litigation, each of which is duly documented. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Custodian’s Indemnification. (a) The Servicer Servicer, as custodian custodian, shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee or the Indenture Trustee or any of them their officers, directors, employees or agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, that the Servicer shall not be liable to the Owner Trustee, the Indenture Trustee for any portion of or any such amount resulting from the willful misfeasanceofficer, bad faith director, employee or gross negligence agent of the Owner Trustee, and the Servicer shall not be liable to Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence (or gross negligence in the case of the Owner Trustee) of the Owner Trustee or the Indenture Trustee, in each as the case to the extent may be, or any such matters have been determined definitively by a court officer, director, employee or agent of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee or the Indenture Trustee, as the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified case may be. Indemnification under this Section 3.05 (a “Custodian Indemnified Party”) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or the resignation or removal of the Servicer, Servicer or the Owner Trustee, the Indenture Trustee termination of this Agreement with respect to acts or omissions of such Servicer preceding such resignation or removal and shall include reasonable fees and expenses of counsel and expenses of litigation, each of which is duly documented. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Custodian’s Indemnification. (a) The Servicer Servicer, as custodian custodian, shall indemnify the IssuerTrust, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee or the Indenture Trustee or any of them their officers, directors, employees or agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, that the Servicer shall not be liable to the Owner Trustee, the Indenture Trustee for any portion of or any such amount resulting from the willful misfeasanceofficer, bad faith director, employee or gross negligence agent of the Owner Trustee, and the Servicer shall not be liable to Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee or the Indenture Trustee, in each as the case to the extent may be, or any such matters have been determined definitively by a court officer, director, employee or agent of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee or the Indenture Trustee, as the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified case may be. Indemnification under this Section 3.05 (a “Custodian Indemnified Party”) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or the resignation or removal of the Servicer, Servicer or the Owner Trustee, the Indenture Trustee termination of this Agreement with respect to acts or omissions of such Servicer preceding such resignation or removal and shall include reasonable fees and expenses of counsel and expenses of litigation, each of which is duly documented. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee Issuer and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Owner Indenture Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner TrusteeIndenture Trustee or the Issuer, and the Servicer shall not be liable respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestin its capacity as custodian.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer, the Owner Trustee or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s, the Owner Trustee’s or the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Indenture Trustee, the Owner Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of (or, with respect to the Owner Trustee, and gross negligence) of the Servicer shall not be liable Indenture Trustee, the Owner Trustee or the Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or the Servicer, in its capacity as custodian. The Servicer shall not be responsible for any loss occasioned by the Owner Trustee, failure of the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made or its agent or designee to return any indemnity payments pursuant to this Section and the Person to documents or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestdelay in doing so.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee, the Delaware Trustee or the Owner Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s, the Owner Trustee’s, the Delaware Trustee’s or the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Indenture Trustee, the Owner Trustee, the Delaware Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or negligence (or, with respect to the Owner Trustee and Delaware Trustee, gross negligence negligence) of the Indenture Trustee, the Owner Trustee, and the Servicer shall not be liable Delaware Trustee or the Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or the Servicer, in its capacity as custodian. The Servicer shall not be responsible for any loss occasioned by the Owner Trustee, failure of the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made or its agent or designee to return any indemnity payments pursuant to this Section and the Person to documents or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestdelay in doing so.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay for any and all liabilitiesactual loss, obligationsliability or expense, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal attorneys' fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents as the a result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian Custodian of the Receivable Student Loan Files as required by this Agreement where the final determination that any such improper act or omission by the Servicer resulted in accordance with such loss, liability or expense is established by a court of law, by an arbitrator, or by way of settlement agreed to by the terms of this AgreementServicer; provided, however, that the amount of any liability with respect to any Financed Student Loan shall not exceed the amount that would have been paid if such Student Loan had been accepted and paid by the related Guarantor as a claim, and provided, further, that the Servicer shall not be liable to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, Eligible Lender Trustee and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee. This provision shall not be construed to limit the Servicer's or any other party's rights, in each case to the extent such matters have been determined definitively by obligations, liabilities, claims or defenses which arise as a court matter of competent jurisdiction law or pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination provision of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestAgreement.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer, the Owner Trustee or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s, the Owner Trustee’s or the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Indenture Trustee, the Owner Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner Indenture Trustee, and the Servicer shall not be liable Owner Trustee or the Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or Servicer, in its capacity as custodian. The Servicer shall not be responsible for any loss occasioned by the Owner Trustee, failure of the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made or its agent or designee to return any indemnity payments pursuant to this Section and the Person to documents or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestdelay in doing so.

Custodian’s Indemnification. (a) The Servicer as custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this Agreement; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Custodian Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Custodian Indemnifying Party), and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Custodian’s Indemnification. In the event that the Custodian fails to produce an original note or installment contract that was in its possession pursuant to Section 3.3 within five (a5) The Servicer as custodian Business Days after required or requested by the Trustee or Issuer under Section 3.3(e), and provided that (i) the Custodian previously notified the Issuer that it was in possession of such document; (ii) such document is not outstanding pursuant to a request for release of documents under Section 3.3(e); and (iii) such document was held by the Custodian on behalf of the Issuer (a “Custodian Delivery Failure”), then the Custodian shall indemnify the Issuer, Insurer and Trustee in accordance with the Owner succeeding sentence of this Section 3.3(g). The Custodian shall indemnify and hold harmless Issuer, Insurer and Trustee (individually and the Indenture Trustee in its capacity as such), and each of their respective officers, directors, employees and agents for from and against any and all direct liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerif any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Trustee, Insurer or the Holders as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this Agreement; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified Custodian Delivery Failure. Indemnification under this Section 3.05 Subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or and the resignation or removal of the Servicer, the Owner Trustee, as the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationcase may be. If the Servicer Custodian shall have made any indemnity payments to Trustee or Insurer pursuant to this Section and the Person to Trustee or on behalf of whom such payments are made Insurer thereafter collects shall collect any of such amounts from othersPersons other than Custodian, Issuer, Trustee or Insurer, as the case may be, shall, as soon as practicable following such Person shall promptly receipt thereof, repay such amounts to the ServicerCustodian, without interest.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer, the Owner Trustee or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s, the Owner Trustee’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Indenture Trustee, the Owner Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner Indenture Trustee, and the Servicer shall not be liable Owner Trustee or the Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestin its capacity as custodian.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the and hold harmless Issuer, the Owner Trustee and the Indenture Trustee Trustee, and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable including legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerfees if any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Owner Trustee, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Owner Trustee or Indenture Trustee, in each as the case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified may be. Indemnification under this Section 3.05 subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or and the resignation or removal of the Servicer, the Owner Trustee or Indenture Trustee, as the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationcase may be. If the Servicer Custodian shall have made any indemnity payments to Owner Trustee or Indenture Trustee pursuant to this Section 3.3(g) and the Person to Owner Trustee or on behalf of whom such payments are made Indenture Trustee thereafter collects shall collect any of such amounts from othersPersons other than Custodian, Owner Trustee or Indenture Trustee, as the case may be, shall, as soon as practicable following such Person shall promptly receipt thereof, repay such amounts to the ServicerCustodian, without interest.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the and hold harmless Issuer, the Owner Trustee and the Indenture Trustee Trustee, and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable including legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerfees if any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Owner Trustee, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Owner Trustee or Indenture Trustee, in each as the case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified may be. Indemnification under this Section 3.05 subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or and the resignation or removal of the Servicer, the Owner Trustee or Indenture Trustee, as the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationcase may be. If the Servicer Custodian shall have made any indemnity payments to Owner Trustee or Indenture Trustee pursuant to this Section and the Person to Owner Trustee or on behalf of whom such payments are made Indenture Trustee thereafter collects shall collect any of such amounts from othersPersons other than Custodian, Owner Trustee or Indenture Trustee, as the case may be, shall, as soon as practicable following such Person shall promptly receipt thereof, repay such amounts to the ServicerCustodian, without interest.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer, the Owner Trustee or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s, the Owner Trustee’s or the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Indenture Trustee, the Owner Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner Indenture Trustee, and the Servicer shall not be liable Owner Trustee or the Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or the Servicer, in its capacity as custodian. The Servicer shall not be responsible for any loss occasioned by the Owner Trustee, failure of the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made or its agent or designee to return any indemnity payments pursuant to this Section and the Person to documents or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestdelay in doing so.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the and hold harmless Issuer, the Owner Trustee and the Indenture Trustee Trustee, and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable including legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerfees if any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Owner Trustee, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Owner Trustee or Indenture Trustee, in each as the case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified may be. Indemnification under this Section 3.05 subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationlitigation and shall survive termination of this Agreement and the resignation or removal of Owner Trustee or Indenture Trustee, as the case may be. If the Servicer Custodian shall have made any indemnity payments to Owner Trustee or Indenture Trustee pursuant to this Section and the Person to Owner Trustee or on behalf of whom such payments are made Indenture Trustee thereafter collects shall collect any of such amounts from othersPersons other than Custodian, Owner Trustee or Indenture Trustee, as the case may be, shall, as soon as practicable following such Person shall promptly receipt thereof, repay such amounts to the ServicerCustodian, without interest.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee Issuer and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementits rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Owner Indenture Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner TrusteeIndenture Trustee or the Issuer, and the Servicer shall not be liable respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or Servicer, the Owner Trustee, in its capacity as custodian. Any amount payable to the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and 2.2(f), to the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to extent not paid by the Servicer, without interestshall be paid by the Issuer in accordance with Section 4.4 of this Agreement or Section 5.4(b) of the Indenture, as applicable.

Custodian’s Indemnification. (a) The Servicer Servicer, as custodian custodian, shall indemnify the IssuerTrust, the Noteholders, the Owner Trustee Trustee, the Bond Administrator and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, the Bond Administrator or the Indenture Trustee or any of them their officers, directors, employees or agents as the result of any improper act or omission in any way by the Servicer, as custodian, relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasanceTrust, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee Trustee, the Bond Administrator, any successor Servicer or successor Custodian or any such officer, director, employee or agent of the Trust, the Owner Trustee, the Indenture Trustee, the Bond Administrator, or any successor Servicer or successor Custodian for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee, the Indenture Trustee, in each the Bond Administrator, or any successor Servicer or successor Custodian, as the case to may be, or any such officer, director, employee or agent of the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the IssuerTrust, the Owner Trustee, the Indenture Trustee and each of their officersTrustee, directorsthe Bond Administrator, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified or any successor Servicer or successor Custodian, as the case may be. Indemnification under this Section 3.05 (a “Custodian Indemnified Party”) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or the resignation or removal of the Servicer, Servicer or the Owner Trustee, the Indenture Trustee termination of this Agreement with respect to acts or omissions of such Servicer preceding such resignation or removal and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee Issuer and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the 3 Sale and Servicing Agreement (DRIVE 2018-1) Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Owner Indenture Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner TrusteeIndenture Trustee or the Issuer, and the Servicer shall not be liable respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestin its capacity as custodian.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee, the Delaware Trustee or the Owner Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer, the Owner Trustee, the Delaware Trustee 3 Sale and Servicing Agreement (SDART 2023-6) or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s, the Owner Trustee’s, the Delaware Trustee’s or the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Indenture Trustee, the Owner Trustee, the Delaware Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or negligence (or, with respect to the Owner Trustee and Delaware Trustee, gross negligence negligence) of the Indenture Trustee, the Owner Trustee, and the Servicer shall not be liable Delaware Trustee or the Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or the Servicer, in its capacity as custodian. The Servicer shall not be responsible for any loss occasioned by the Owner Trustee, failure of the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made or its agent or designee to return any indemnity payments pursuant to this Section and the Person to documents or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestdelay in doing so.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee Issuer and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the 3 Sale and Servicing Agreement (SDART 2018-3) Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Owner Indenture Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner TrusteeIndenture Trustee or the Issuer, and the Servicer shall not be liable respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestin its capacity as custodian.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee Issuer and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the 3 Sale and Servicing Agreement (SDART 2018-5) Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Owner Indenture Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner TrusteeIndenture Trustee or the Issuer, and the Servicer shall not be liable respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestin its capacity as custodian.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee, the Delaware Trustee or the Owner Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer, the Owner Trustee, the Delaware Trustee 3 Sale and Servicing Agreement (SDART 2023-2) or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s, the Owner Trustee’s, the Delaware Trustee’s or the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Indenture Trustee, the Owner Trustee, the Delaware Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or negligence (or, with respect to the Owner Trustee and Delaware Trustee, gross negligence negligence) of the Indenture Trustee, the Owner Trustee, and the Servicer shall not be liable Delaware Trustee or the Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or the Servicer, in its capacity as custodian. The Servicer shall not be responsible for any loss occasioned by the Owner Trustee, failure of the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made or its agent or designee to return any indemnity payments pursuant to this Section and the Person to documents or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestdelay in doing so.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee Issuer and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the 3 Sale and Servicing Agreement (SDART 2018-4) Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Owner Indenture Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner TrusteeIndenture Trustee or the Issuer, and the Servicer shall not be liable respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestin its capacity as custodian.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the IssuerIssuing Entity, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuing Entity, the Owner Trustee or the Indenture Trustee or any of them their officers, directors, employees or agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian Custodian of the Receivable Files in accordance with the terms of this AgreementLoan Files; provided, however, that the Servicer Custodian shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasanceIssuing Entity, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to Indenture Trustee or any such officer, director, employee or agent of the Issuing Entity, the Owner Trustee or the Indenture Trustee for any portion of any such amount resulting from (i) actions taken by the Custodian pursuant to instructions as provided in Section 3.06, or (ii) release and delivery of documents by the Custodian as provided in Section 3.05(c) or (iii) the willful misfeasance, bad faith or gross negligence of the Indenture Trusteesuch Person, in each case to the extent or any such matters have been determined definitively by a court officer, director, employee or agent of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunderPerson. (b) Promptly after receipt by a party indemnified Indemnification under this Section 3.05 (a “Custodian Indemnified Party”) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 3.07 shall survive the termination of this Agreement or the resignation or removal of the Servicer, Custodian or the Owner Trustee, termination of this Agreement with respect to acts or omissions of the Indenture Trustee Custodian preceding such resignation or removal or termination and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer Custodian shall have made any indemnity payments pursuant to this Section 3.07 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestCustodian.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the and hold harmless Issuer, the Owner Trustee and the Indenture Trustee Trustee, and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Owner Trustee, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Owner Trustee for any portion of any or Indenture Trustee to the extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each as the case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified may be. Indemnification under this Section 3.05 subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationlitigation and shall survive termination of this Agreement and the resignation or removal of Owner Trustee or Indenture Trustee, as the case may be. If the Servicer Custodian shall have made any indemnity payments to Owner Trustee or Indenture Trustee pursuant to this Section and the Person to Owner Trustee or on behalf of whom such payments are made Indenture Trustee thereafter collects shall collect any of such amounts from othersPersons other than Custodian, Owner Trustee or Indenture Trustee, as the case may be, shall, as soon as practicable following such Person shall promptly receipt thereof, repay such amounts to the ServicerCustodian, without interest.

Custodian’s Indemnification. In the event that the Custodian fails to produce an original note or installment contract that was in its possession pursuant to Section 3.3 within five (a5) The Servicer as custodian Business Days after required or requested by the Trustee or Trust under Section 3.3(e), and provided that (i) the Custodian previously notified the Trust that it was in possession of such document; (ii) such document is not outstanding pursuant to a request for release of documents under Section 3.3(d); and (iii) such document was held by the Custodian on behalf of the Trust (a “Custodian Delivery Failure”), then the Custodian shall indemnify the IssuerTrust, Insurer and Trustee in accordance with the Owner succeeding sentence of this Section 3.3(g). The Custodian shall indemnify and hold harmless Trust, Insurer and Trustee (individually and the Indenture Trustee in its capacity as such), and each of their respective officers, directors, employees and agents for from and against any and all direct liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerif any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Trust, Trustee, Insurer or the Holders as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this Agreement; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified Custodian Delivery Failure. Indemnification under this Section 3.05 Subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or and the resignation or removal of the Servicer, the Owner Trustee, as the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationcase may be. If the Servicer Custodian shall have made any indemnity payments to Trustee or Insurer pursuant to this Section and the Person to Trustee or on behalf of whom such payments are made Insurer thereafter collects shall collect any of such amounts from othersPersons other than Custodian, Trust, Trustee or Insurer, as the case may be, shall, as soon as practicable following such Person shall promptly receipt thereof, repay such amounts to the ServicerCustodian, without interest.

Custodian’s Indemnification. (a) The Master Servicer as custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay from its own funds for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever Indemnifiable Expense that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee, the Delaware Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents to the extent such Indemnifiable Expense results from the Master Servicer's failure to perform its duties as specified in this Article III where the result of final determination that any such improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian or any Subcustodian resulted in such Indemnifiable Expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the Receivable Files in accordance with the terms of this AgreementMaster Servicer; provided, however, that the Master Servicer shall not be liable to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, Eligible Lender Trustee and the Master Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee. This provision shall not be construed to limit the Master Servicer's or any other party's rights, in each case obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement; provided, however, the Master Servicer shall not be liable for any such Indemnifiable Expense imposed upon such Person to the extent that they arise out of or result from such matters have been determined definitively by Person's negligence, willful malfeasance or bad faith or a court breach of competent jurisdiction pursuant the representations and warranties of such Person in this Agreement. Notwithstanding anything to a final order the contrary contained in this Article III, in no event shall the Master Servicer be liable under any theory of tort, contract, strict liability or verdict not subject to appealother legal or equitable theory for any lost profits or exemplary, and until such determinationpunitive, the Issuerspecial, the Owner Trusteeincidental, the Indenture Trustee and indirect or consequential damages, each of their officers, directors, employees and agents shall be entitled to indemnification hereunderwhich is hereby excluded by agreement of the parties regardless of whether or not the Master Servicer has been advised of the possibility of such damages. (b) Promptly after receipt by a an indemnified party indemnified under this Section 3.05 (a “Custodian Indemnified Party”) 3.6 of notice of the commencement of any action, such Custodian Indemnified Party indemnified party will, if a claim in respect thereof is to be made against the indemnifying party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”)3.6, notify such Custodian Indemnifying Party the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under Section 3.6, except to the extent the indemnifying party is materially prejudiced by such failure. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 indemnified party and it notifies the Custodian Indemnifying Party indemnifying party of the commencement thereof, the Custodian Indemnifying Party indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party, and the Custodian Indemnifying Party indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnifying party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of the indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Custodian Indemnified Party indemnified party under this Section 3.6 for any legal or other expenses subsequently incurred by such Custodian Indemnified Party indemnified party in connection with the defense thereof, thereof other than reasonable costs of investigation. The obligations set forth in this Section 3.05 In no event shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable indemnifying party be liable for fees and expenses for more than one counsel separate from their own counsel for all indemnified parties in connection with any one action or related actions in the same jurisdiction arising out of counsel and expenses the same general allegations or circumstances. An indemnifying party will not, without the prior written consent of litigation. If the Servicer shall have made indemnified party, settle or compromise or consent to the entry of any indemnity payments pursuant judgment with respect to this Section and any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Person indemnified parties are actual or potential parties to such claim or on behalf action) unless such settlement, compromise or consent includes an unconditional release of whom such payments are made thereafter collects any each indemnified party from all liability arising out of such amounts from othersclaim, such Person shall promptly repay such amounts action, suit or proceeding. The indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the Servicerentry of any judgment with respect to any pending or threatened claim, without interestaction, suit or proceeding in which indemnification may be sought hereunder.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee Issuer and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the 3 Sale and Servicing Agreement (SDART 2018-1) Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Owner Indenture Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner TrusteeIndenture Trustee or the Issuer, and the Servicer shall not be liable respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestin its capacity as custodian.

Custodian’s Indemnification. (a) The Subject to Section 5.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee Issuer and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Owner Indenture Trustee or to the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner TrusteeIndenture Trustee or the Issuer, and the Servicer shall not be liable respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.1(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.1(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or Servicer, the Owner Trustee, in its capacity as custodian. Any amount payable to the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and 2.1(f), to the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to extent not paid by the Servicer, without interestshall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer, the Owner Trustee or the Indenture Trustee as the result of any improper act or 3 Sale and Servicing Agreement (SDART 2023-3) omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s, the Owner Trustee’s or the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Indenture Trustee, the Owner Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of (or, with respect to the Owner Trustee, and gross negligence) of the Servicer shall not be liable Indenture Trustee, the Owner Trustee or the Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or the Servicer, in its capacity as custodian. The Servicer shall not be responsible for any loss occasioned by the Owner Trustee, failure of the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made or its agent or designee to return any indemnity payments pursuant to this Section and the Person to documents or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestdelay in doing so.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee Issuer and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the 3 Sale and Servicing Agreement (SDART 2018-2) Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Owner Indenture Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner TrusteeIndenture Trustee or the Issuer, and the Servicer shall not be liable respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestin its capacity as custodian.

Custodian’s Indemnification. (a) The Servicer Servicer, as custodian custodian, shall indemnify the IssuerTrust, the Owner Trustee Trustee, the Collateral Agent and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, the Collateral Agent or the Indenture Trustee or any of them their officers, directors, employees or agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, that the Servicer shall not be liable to the Owner Trustee, the Collateral Agent, the Indenture Trustee for any portion of or any such amount resulting from the willful misfeasanceofficer, bad faith director, employee or gross negligence agent of the Owner Trustee, and the Servicer shall not be liable to Collateral Agent or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee, the Collateral Agent or the Indenture Trustee, in each as the case to the extent may be, or any such matters have been determined definitively by a court officer, director, employee or agent of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Collateral Agent or the Indenture Trustee and each of their officersTrustee, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified as the case may be. Indemnification under this Section 3.05 (a “Custodian Indemnified Party”) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or the resignation or removal of the Servicer, Servicer or the Owner Trustee, the Indenture Trustee termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Custodian’s Indemnification. In the event that the Custodian fails to produce an original note or installment contract that was in its possession pursuant to Section 3.3 within five (a5) The Servicer as custodian Business Days after required or requested by the Trustee or Trust under Section 3.3(e), and provided that (i) the Custodian previously notified the Trust that it was in possession of such document; (ii) such document is not outstanding pursuant to a request for release of documents under Section 3.3(e); and (iii) such document was held by the Custodian on behalf of the Trust (a “Custodian Delivery Failure”), then the Custodian shall indemnify the IssuerTrust, Insurer and Trustee in accordance with the Owner succeeding sentence of this Section 3.3(g). The Custodian shall indemnify and hold harmless Trust, Insurer and Trustee (individually and the Indenture Trustee in its capacity as such), and each of their respective officers, directors, employees and agents for from and against any and all direct liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerif any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Trust, Trustee, Insurer or the Holders as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this Agreement; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee, in each case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified Custodian Delivery Failure. Indemnification under this Section 3.05 Subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or and the resignation or removal of the Servicer, the Owner Trustee, as the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationcase may be. If the Servicer Custodian shall have made any indemnity payments to Trustee or Insurer pursuant to this Section and the Person to Trustee or on behalf of whom such payments are made Insurer thereafter collects shall collect any of such amounts from othersPersons other than Custodian, Trust, Trustee or Insurer, as the case may be, shall, as soon as practicable following such Person shall promptly receipt thereof, repay such amounts to the ServicerCustodian, without interest.

Custodian’s Indemnification. (a) The Master Servicer as custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay from its own funds for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever Indemnifiable Expense that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee, the Delaware Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents to the extent such Indemnifiable Expense results from the Master Servicer's failure to perform its duties as specified in this Article III where the result of final determination that any such improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian or any Subcustodian resulted in such Indemnifiable Expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the Receivable Files in accordance with the terms of this AgreementMaster Servicer; providedPROVIDED, howeverHOWEVER, that the Master Servicer shall not be liable to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, Eligible Lender Trustee and the Master Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee. This provision shall not be construed to limit the Master Servicer's or any other party's rights, in each case obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement; provided, however, the Master Servicer shall not be liable for any such Indemnifiable Expense imposed upon such Person to the extent that they arise out of or result from such matters have been determined definitively by Person's negligence, willful malfeasance or bad faith or a court breach of competent jurisdiction pursuant the representations and warranties of such Person in this Agreement. Notwithstanding anything to a final order the contrary contained in this Article III, in no event shall the Master Servicer be liable under any theory of tort, contract, strict liability or verdict not subject to appealother legal or equitable theory for any lost profits or exemplary, and until such determinationpunitive, the Issuerspecial, the Owner Trusteeincidental, the Indenture Trustee and indirect or consequential damages, each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt which is hereby excluded by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”) of notice agreement of the commencement parties regardless of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against whether or not the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party Master Servicer has been advised of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any possibility of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestdamages.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the and hold harmless Issuer, the Owner Trustee and the Indenture Trustee Trustee, and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Owner Trustee, Indenture Trustee or the Holders as the result of any improper act gross negligence or omission in any way relating to willful misconduct of Custodian resulting from the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Issuer, Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Issuer, Servicer, Owner Trustee or Indenture Trustee, in each as the case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified may be. Indemnification under this Section 3.05 subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or and the resignation or removal of the Servicer, the Owner Trustee or Indenture Trustee, as the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationcase may be. If the Servicer Custodian shall have made any indemnity payments to Issuer, Owner Trustee or Indenture Trustee pursuant to this Section and the Person to Issuer, Owner Trustee or on behalf of whom such payments are made Indenture Trustee thereafter collects shall collect any of such amounts from othersPersons other than Custodian, Issuer, Servicer, Owner Trustee or Indenture Trustee, as the case may be, shall, as soon as practicable following such Person shall promptly receipt thereof, repay such amounts to the ServicerCustodian, without interest.

Custodian’s Indemnification. (a) The Servicer as custodian Subject to Section 10.5, Custodian shall indemnify the and hold harmless Issuer, the Owner Trustee (individually and the in its capacity as such) and Indenture Trustee (individually and in its capacity as such), and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerif any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Owner Trustee, Indenture Trustee or the Holders as the result of any improper failure of Custodian to perform its obligations hereunder or any negligent act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Owner Trustee or Indenture Trustee, in each as the case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified may be. Indemnification under this Section 3.05 subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or and the resignation or removal of the Servicer, the Owner Trustee or Indenture Trustee, as the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationcase may be. If the Servicer Custodian shall have made any indemnity payments to Owner Trustee or Indenture Trustee pursuant to this Section and the Person to Owner Trustee or on behalf of whom such payments are made Indenture Trustee thereafter collects shall collect any of such amounts from othersPersons other than Custodian, Owner Trustee or Indenture Trustee, as the case may be, shall, as soon as practicable following such Person shall promptly receipt thereof, repay such amounts to the ServicerCustodian, without interest.

Custodian’s Indemnification. (a) The Servicer as custodian Subject to Section 10.5, Custodian shall indemnify the Issuer, the and hold harmless Owner Trustee (individually and the in such capacity) and Indenture Trustee (individually and in such capacity), and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerif any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Owner Trustee, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Owner Trustee or Indenture Trustee, in each as the case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified may be. Indemnification under this Section 3.05 subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or and the resignation or removal of the Servicer, the Owner Trustee or Indenture Trustee, as the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationcase may be. If the Servicer Custodian shall have made any indemnity payments to Owner Trustee or Indenture Trustee pursuant to this Section and the Person to Owner Trustee or on behalf of whom such payments are made Indenture Trustee thereafter collects shall collect any of such amounts from othersPersons other than Custodian, Owner Trustee or Indenture Trustee, as the case may be, shall, as soon as practicable following such Person shall promptly receipt thereof, repay such amounts to the ServicerCustodian, without interest.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall --------------------------- indemnify the IssuerTrust, the Note Insurer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed onupon, incurred by or asserted against the Trust, the Owner Trustee or the Indenture Trustee or any of them their respective officers, directors, employees or agents as the result of any improper act negligence, lack of good faith or omission in any way willful misconduct on the part of the Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Custodial Files in accordance with the terms of this Agreementas Custodian thereof; provided, however, that the Servicer Custodian shall not be liable to the Owner Trustee, the Indenture Trustee for any portion of or any such amount resulting from the willful misfeasanceofficer, bad faith director, employee or gross negligence agent of the Owner Trustee, and the Servicer shall not be liable to Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee or the Indenture Trustee, in each as the case to the extent may be, or of any such matters have been determined definitively by a court officer, director, employee or agent of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee or the Indenture Trustee, as the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified case may be. Indemnification under this Section 3.05 (a “Custodian Indemnified Party”) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or the resignation or removal of the ServicerCustodian or the termination of this Agreement, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer Custodian shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the ServicerCustodian, without interest.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the and hold harmless Issuer, the Owner Trustee and the Indenture Trustee Trustee, and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable including legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerfees if any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Owner Trustee, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Owner Trustee or Indenture Trustee, in each as the case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified may be. Indemnification under this Section 3.05 subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationlitigation and shall survive termination of this Agreement and the resignation or removal of Owner Trustee or Indenture Trustee, as the case may be. If the Servicer Custodian shall have made any indemnity payments to Owner Trustee or Indenture Trustee pursuant to this Section and the Person to Owner Trustee or on behalf of whom such payments are made Indenture Trustee thereafter collects shall collect any of such amounts from othersPersons other than Custodian, such Person shall promptly repay such amounts to the ServicerOwner Trustee or Indenture Trustee, without interest.as the

Custodian’s Indemnification. (a) The Servicer as custodian Subject to Section 10.5, Custodian shall indemnify and hold harmless the IssuerTrust, the Owner Trustee (individually and the in such capacity) and Indenture Trustee (individually and in such capacity), and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerif any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Trust, the Owner Trustee, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer 9045475 05134611 9 2005-1 Sale and Servicing Agreement Custodian shall not be liable hereunder to the Trust, the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Trust, the Owner Trustee or Indenture Trustee, in each as the case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified may be. Indemnification under this Section 3.05 subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or and the resignation or removal of the Servicer, the Owner Trustee or Indenture Trustee, as the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationcase may be. If the Servicer Custodian shall have made any indemnity payments to the Trust or Indenture Trustee pursuant to this Section 3.4 and the Person to Trust, the Owner Trustee or on behalf of whom such payments are made Indenture Trustee thereafter collects shall collect any of such amounts from othersPersons other than Custodian, the Trust, the Owner Trustee or Indenture Trustee, as the case may be, shall, as soon as practicable following such Person shall promptly receipt thereof, repay such amounts to the ServicerCustodian, without interest.

Custodian’s Indemnification. (a) The Servicer Servicer, as custodian custodian, shall indemnify the Issuer, the Owner Trustee Trustee, the Noteholders and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee or the Indenture Trustee or any of them their officers, directors, employees or agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasanceIssuer, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to Indenture Trustee or any such officer, director, employee or agent of the Issuer, the Owner Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Issuer, the Owner Trustee or the Indenture Trustee, in each as the case to the extent may be, or any such matters have been determined definitively by a court officer, director, employee or agent of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee or the Indenture Trustee, as the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified case may be. Indemnification under this Section 3.05 (a “Custodian Indemnified Party”) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or the resignation or removal of the Servicer, Servicer or the Owner Trustee, the Indenture Trustee termination of this Agreement with respect to acts or omissions of such Servicer preceding such resignation or removal and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Custodian’s Indemnification. (a) The Master Servicer as custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay from its own funds for any and all liabilitiesloss, obligationsliability or expense, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal attorneys' fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents to the extent such loss, liability or expense results from the Master Servicer's failure to perform its duties as specified in this Article III where the result of final determination that any such improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian or any Subcustodian resulted in such loss, liability or expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the Receivable Files in accordance with the terms of this AgreementMaster Servicer; provided, however, that the Master Servicer shall not be liable to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, Eligible Lender Trustee and the Master Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee. This provision shall not be construed to limit the Master Servicer's or any other party's rights, in each case obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement; provided, however, the Master Servicer shall not be liable for any such costs, expenses, losses, claims, damages and liabilities imposed upon such Person to the extent that they arise out of or result from such matters have been determined definitively by Person's negligence, willful malfeasance or bad faith or a court breach of competent jurisdiction pursuant the representations and warranties of such Person in this Agreement. Notwithstanding anything to a final order the contrary contained in this Article III, in no event shall the Master Servicer be liable under any theory of tort, contract, strict liability or verdict not subject to appealother legal or equitable theory for any lost profits or exemplary, and until such determinationpunitive, the Issuerspecial, the Owner Trusteeincidental, the Indenture Trustee and indirect or consequential damages, each of their officers, directors, employees and agents shall be entitled to indemnification hereunderwhich is hereby excluded by agreement of the parties regardless of whether or not the Master Servicer has been advised of the possibility of such damages. (b) Promptly after receipt by a an indemnified party indemnified under this Section 3.05 (a “Custodian Indemnified Party”) 3.6 of notice of the commencement of any action, such Custodian Indemnified Party indemnified party will, if a claim in respect thereof is to be made against the indemnifying party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”)3.6, notify such Custodian Indemnifying Party the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under Section 3.6, except to the extent the indemnifying party is materially prejudiced by such failure. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 indemnified party and it notifies the Custodian Indemnifying Party indemnifying party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.the

Custodian’s Indemnification. (a) The Servicer as custodian Subject to Section 10.5, Custodian shall indemnify the Issuer, the and hold harmless Owner Trustee (individually and the in such capacity) and Indenture Trustee (individually and in such capacity), and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerif any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them 10 2002-1 Sale and Servicing Agreement Owner Trustee, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Owner Trustee or Indenture Trustee, in each as the case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified may be. Indemnification under this Section 3.05 subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or and the resignation or removal of the Servicer, the Owner Trustee or Indenture Trustee, as the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationcase may be. If the Servicer Custodian shall have made any indemnity payments to Owner Trustee or Indenture Trustee pursuant to this Section 3.4 and the Person to Owner Trustee or on behalf of whom such payments are made Indenture Trustee thereafter collects shall collect any of such amounts from othersPersons other than Custodian, Owner Trustee or Indenture Trustee, as the case may be, shall, as soon as practicable following such Person shall promptly receipt thereof, repay such amounts to the ServicerCustodian, without interest.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the and hold harmless Issuer, the Owner Trustee and the Indenture Trustee Trustee, and each of their respective SALE AND SERVICING AGREEMENT officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable including legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerfees if any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Owner Trustee, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Owner Trustee or Indenture Trustee, in each as the case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified may be. Indemnification under this Section 3.05 subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationlitigation and shall survive termination of this Agreement and the resignation or removal of Owner Trustee or Indenture Trustee, as the case may be. If the Servicer Custodian shall have made any indemnity payments to Owner Trustee or Indenture Trustee pursuant to this Section and the Person to Owner Trustee or on behalf of whom such payments are made Indenture Trustee thereafter collects shall collect any of such amounts from othersPersons other than Custodian, Owner Trustee or Indenture Trustee, as the case may be, shall, as soon as practicable following such Person shall promptly receipt thereof, repay such amounts to the ServicerCustodian, without interest.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Owner Trustee or the Indenture Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer, the Owner Trustee or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s, the Owner Trustee’s or Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Indenture Trustee, the Owner Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner Indenture Trustee, and the Servicer shall not be liable Owner Trustee or the Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or Servicer, in its capacity as custodian. The Servicer shall not be responsible for any loss occasioned by the Owner Trustee, failure of the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made or its agent or designee to return any indemnity payments pursuant to this Section and the Person to documents or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestdelay doing so.

Custodian’s Indemnification. (a) The Master Servicer as custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay from its own funds for any and all liabilitiesloss, obligationsliability or expense, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal attorneys' fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents to the extent such loss, liability or expense results from the Master Servicer's failure to perform its duties as specified in this Article III where the result of final determination that any such improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian or any Subcustodian resulted in such loss, liability or expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the Receivable Files in accordance with the terms of this AgreementMaster Servicer; provided, however, that the Master Servicer shall not be liable to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, Eligible Lender Trustee and the Master Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee. This provision shall not be construed to limit the Master Servicer's or any other party's rights, in each case obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement; provided, however, the Master Servicer shall not be liable for any such costs, expenses, losses, claims, damages and liabilities imposed upon such Person to the extent that they arise out of or result from such matters have been determined definitively by Person's negligence, willful malfeasance or bad faith or a court breach of competent jurisdiction pursuant the representations and warranties of such Person in this Agreement. Notwithstanding anything to a final order the contrary contained in this Article III, in no event shall the Master Servicer be liable under any theory of tort, contract, strict liability or verdict not subject to appealother legal or equitable theory for any lost profits or exemplary, and until such determinationpunitive, the Issuerspecial, the Owner Trusteeincidental, the Indenture Trustee and indirect or consequential damages, each of their officers, directors, employees and agents shall be entitled to indemnification hereunderwhich is hereby excluded by agreement of the parties regardless of whether or not the Master Servicer has been advised of the possibility of such damages. (b) Promptly after receipt by a an indemnified party indemnified under this Section 3.05 (a “Custodian Indemnified Party”) 3.6 of notice of the commencement of any action, such Custodian Indemnified Party indemnified party will, if a claim in respect thereof is to be made against the indemnifying party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”)3.6, notify such Custodian Indemnifying Party the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under Section 3.6, except to the extent the indemnifying party is materially prejudiced by such failure. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 indemnified party and it notifies the Custodian Indemnifying Party indemnifying party of the commencement thereof, the Custodian Indemnifying Party indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the Custodian Indemnifying Party indemnifying party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnifying party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of the indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Custodian Indemnified Party indemnified party under this Section 3.6 for any legal or other expenses subsequently incurred by such Custodian Indemnified Party indemnified party in connection with the defense thereof, thereof other than reasonable costs of investigation. The obligations set forth in this Section 3.05 In no event shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable indemnifying party be liable for fees and expenses for more than one counsel separate from their own counsel for all indemnified parties in connection with any one action or related actions in the same jurisdiction arising out of counsel and expenses the same general allegations or circumstances. An indemnifying party will not, without the prior written consent of litigation. If the Servicer shall have made indemnified party, settle or compromise or consent to the entry of any indemnity payments pursuant judgment with respect to this Section and any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Person indemnified parties are actual or potential parties to such claim or on behalf action) unless such settlement, compromise or consent includes an unconditional release of whom such payments are made thereafter collects any each indemnified party from all liability arising out of such amounts from othersclaim, such Person shall promptly repay such amounts action, suit or proceeding. The indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the Servicerentry of any judgment with respect to any pending or threatened claim, without interestaction, suit or proceeding in which indemnification may be sought hereunder.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the and hold harmless Issuer, the Owner Trustee Issuer and the Indenture Trustee Trustee, and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable including legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerfees if any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Issuer, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Owner Issuer or Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Issuer or Indenture Trustee, in each as the case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified may be. Indemnification under this Section 3.05 subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or and the resignation or removal of the Servicer, the Owner Issuer or Indenture Trustee, as the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationcase may be. If the Servicer Custodian shall have made any indemnity payments to Issuer or Indenture Trustee pursuant to this Section and the Person to Issuer or on behalf of whom such payments are made Indenture Trustee thereafter collects shall collect any of such amounts from othersPersons other than Custodian, Issuer or Indenture Trustee, as the case may be, shall, as soon as practicable following such Person shall promptly receipt thereof, repay such amounts to the ServicerCustodian, without interest.

Custodian’s Indemnification. (a) The Master Servicer as custodian shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents pay from its own funds for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever Indemnifiable Expense that may be imposed on, incurred by or asserted against the Issuer, the Eligible Lender Trustee, the Delaware Trustee or the Indenture Trustee or any of them their officers, directors, employees and agents to the extent such Indemnifiable Expense results from the Master Servicer's failure to perform its duties as specified in this Article IV where the result of final determination that any such improper act or omission in any way relating to the maintenance and custody by the Master Servicer as custodian or any Subcustodian resulted in such Indemnifiable Expense is established by a court of law, by an arbitrator or by way of settlement agreed to by the Receivable Files in accordance with the terms of this AgreementMaster Servicer; provided, however, that the Master Servicer shall not be liable (i) to the Owner Eligible Lender Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Eligible Lender Trustee, (ii) to the Delaware Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Delaware Trustee and the Servicer shall not be liable (iii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee. This provision shall not be construed to limit the Master Servicer's or any other party's rights, in each case obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of the Transfer and Servicing Agreement; provided, however, the Master Servicer shall not be liable for any such Indemnifiable Expense imposed upon such Person to the extent that they arise out of or result from such matters have been determined definitively by Person's negligence, willful malfeasance or bad faith or a court breach of competent jurisdiction pursuant the representations and warranties of such Person in the Transfer and Servicing Agreement. Notwithstanding anything to a final order the contrary contained in this Article IV, in no event shall the Master Servicer be liable under any theory of tort, contract, strict liability or verdict not subject to appealother legal or equitable theory for any lost profits or exemplary, and until such determinationpunitive, the Issuerspecial, the Owner Trusteeincidental, the Indenture Trustee and indirect or consequential damages, each of their officers, directors, employees and agents shall be entitled to indemnification hereunderwhich is hereby excluded by agreement of the parties regardless of whether or not the Master Servicer has been advised of the possibility of such damages. (b) Promptly after receipt by a an indemnified party indemnified under this Section 3.05 (a “Custodian Indemnified Party”) 4.4 of notice of the commencement of any action, such Custodian Indemnified Party indemnified party will, if a claim in respect thereof is to be made against the indemnifying party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”)4.4, notify such Custodian Indemnifying Party the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under Section 4.4, except to the extent the indemnifying party is materially prejudiced by such failure. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 indemnified party and it notifies the Custodian Indemnifying Party indemnifying party of the commencement thereof, the Custodian Indemnifying Party indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Partyindemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party, and the Custodian Indemnifying Party indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnifying party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of the indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Custodian Indemnified Party indemnified party under this Section 4.4 for any legal or other expenses subsequently incurred by such Custodian Indemnified Party indemnified party in connection with the defense thereof, thereof other than reasonable costs of investigation. The obligations set forth in this Section 3.05 In no event shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable indemnifying party be liable for fees and expenses for more than one counsel separate from its own counsel for all indemnified parties in connection with any one action or related actions in the same jurisdiction arising out of counsel and expenses the same general allegations or circumstances. An indemnifying party will not, without the prior written consent of litigation. If the Servicer shall have made indemnified party, settle or compromise or consent to the entry of any indemnity payments pursuant judgment with respect to this Section and any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Person indemnified parties are actual or potential parties to such claim or on behalf action) unless such settlement, compromise or consent includes an unconditional release of whom such payments are made thereafter collects any each indemnified party from all liability arising out of such amounts from othersclaim, such Person shall promptly repay such amounts action, suit or proceeding. (c) The indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the Servicerentry of any judgment with respect to any pending or threatened claim, without interestaction, suit or proceeding in which indemnification may be sought hereunder.

Custodian’s Indemnification. (a) The Subject to Section 6.2, the Servicer as custodian shall will indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs costs, or expenses (including, but not limited to, including reasonable legal fees, attorneys’ fees and expenses and court costs and expensesany losses incurred in connection with a successful defense, in whole or part, of any claim that the Owner Trustee or the Indenture Trustee breached its standard of care and including any such reasonable fees, costs legal fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of actions against the Servicerindemnifying party) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Issuer, the Owner Trustee or the Indenture Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with or the terms enforcement of this Agreementthe Issuer’s, the Owner Trustee’s or the Indenture Trustee’s rights (including indemnification rights) under the Transaction Documents; provided, however, that the Servicer shall as custodian will not be liable (i) to the Indenture Trustee, the Owner Trustee or the Issuer for any portion of any such amount resulting from the willful misfeasancemisconduct, bad faith or gross negligence of the Owner Indenture Trustee, and the Servicer shall not be liable Owner Trustee or the Issuer, respectively, or (ii) to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence failure of the Indenture Trustee, in each case the Indenture Trustee’s agent or the Indenture Trustee’s designee to handle with reasonable care any Certificate of Title or other document released to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Indenture Trustee, the Indenture Trustee and each Trustee’s agent or the Indenture Trustee’s designee pursuant to Section 2.2(d). The provisions of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified under this Section 3.05 (a “Custodian Indemnified Party”2.2(f) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination or assignment of this Agreement or and the resignation or removal of the Indenture Trustee or the Servicer, in its capacity as custodian. The Servicer shall not be responsible for any loss occasioned by the Owner Trustee, failure of the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made or its agent or designee to return any indemnity payments pursuant to this Section and the Person to documents or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestdelay in doing so.

Custodian’s Indemnification. (a) The Servicer as custodian Custodian shall indemnify the IssuerIssuing Entity, the Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer) of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuing Entity, the Owner Trustee or the Indenture Trustee or any of them as their officers, directors, employees or agents as (b) the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian Custodian of the Receivable Files in accordance with the terms of this AgreementLoan Files; provided, however, that the Servicer Custodian shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasanceIssuing Entity, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable to Indenture Trustee or any such officer, director, employee or agent of the Issuing Entity, the Owner Trustee or the Indenture Trustee for any portion of any such amount resulting from (i) actions taken by the Custodian pursuant to instructions as provided in Section 3.06, or (ii) release and delivery of documents by the Custodian as provided in Section 3.05(c) or (iii) the willful misfeasance, bad faith or gross negligence of the Indenture Trusteesuch Person, in each case to the extent or any such matters have been determined definitively by a court officer, director, employee or agent of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunderPerson. (bc) Promptly after receipt by a party indemnified Indemnification under this Section 3.05 (a “Custodian Indemnified Party”) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 3.07 shall survive the termination of this Agreement or the resignation or removal of the Servicer, Custodian or the Owner Trustee, termination of this Agreement with respect to acts or omissions of the Indenture Trustee Custodian preceding such resignation or removal or termination and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer Custodian shall have made any indemnity payments pursuant to this Section 3.07 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestCustodian.

Custodian’s Indemnification. (a) The Servicer as custodian Subject to Section 10.5, Custodian shall indemnify and hold harmless the IssuerTrust, the Owner Trustee (individually and the in such capacity) and Indenture Trustee (individually and in such capacity), and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerif any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them the Trust, the Owner Trustee , Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Trust, the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Trust, the Owner Trustee or Indenture Trustee, in each as the case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified may be. Indemnification under this Section 3.05 subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or and the resignation or removal of the Servicer, the Owner Trustee or Indenture Trustee, as the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationcase may be. If the Servicer Custodian shall have made any indemnity payments to the Trust or Indenture Trustee pursuant to this Section 3.4 and the Person to Trust, the Owner Trustee or on behalf of whom such payments are made Indenture Trustee thereafter collects shall collect any of such amounts from othersPersons other than Custodian, the Trust, the Owner Trustee or Indenture Trustee, as the case may be, shall, as soon as practicable following such Person shall promptly receipt thereof, repay such amounts to the ServicerCustodian, without interest.

Custodian’s Indemnification. (a) The Servicer as custodian Subject to Section 10.5, Custodian shall indemnify the and hold harmless Issuer, the Owner Trustee (individually and the in such capacity) and Indenture Trustee (individually and in such capacity), and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerif any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Owner Trustee, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Issuer, Servicer, Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Issuer, Servicer, Owner Trustee or Indenture Trustee, in each as the case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified may be. Indemnification under this Section 3.05 subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or and the resignation or removal of the Servicer, the Owner Trustee or Indenture Trustee, as the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationcase may be. If the Servicer Custodian shall have made any indemnity payments to Owner Trustee or Indenture Trustee pursuant to this Section and the Person to Owner Trustee or on behalf of whom such payments are made Indenture Trustee thereafter collects shall collect any of such amounts from othersPersons other than Custodian, Owner Trustee or Indenture Trustee, as the case may be, shall, as soon as practicable following such Person shall promptly receipt thereof, repay such amounts to the ServicerCustodian, without interest.

Custodian’s Indemnification. (a) The Servicer as custodian Subject to Section 10.5, Custodian shall indemnify the and hold harmless Issuer, the Owner Trustee (individually and the in such capacity) and Indenture 2000-1 Sale and Servicing Agreement Trustee (individually and in such capacity), and each of their respective officers, directors, employees and agents for and the Holders from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including, but not limited to, including reasonable legal fees, costs and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerif any) of any kind whatsoever that may be imposed on, incurred by or asserted against any of them Issuer, Owner Trustee, Indenture Trustee or the Holders as the result of any improper act or omission in any way of Custodian relating to the maintenance and custody by the Servicer as custodian of the Receivable Files in accordance with the terms of this AgreementFiles; provided, however, provided that the Servicer Custodian shall not be liable hereunder to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or gross negligence of the Owner Trustee, and the Servicer shall not be liable Indenture Trustee to the Indenture Trustee for any portion of any extent that such amount resulting liabilities, obligations, losses, compensatory damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Owner Trustee or Indenture Trustee, in each as the case to the extent such matters have been determined definitively by a court of competent jurisdiction pursuant to a final order or verdict not subject to appeal, and until such determination, the Issuer, the Owner Trustee, the Indenture Trustee and each of their officers, directors, employees and agents shall be entitled to indemnification hereunder. (b) Promptly after receipt by a party indemnified may be. Indemnification under this Section 3.05 subsection (a “Custodian Indemnified Party”g) of notice of the commencement of any action, such Custodian Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 3.05 (a “Custodian Indemnifying Party”), notify such Custodian Indemnifying Party of the commencement thereof. In case any such action is brought against any Custodian Indemnified Party under this Section 3.05 and it notifies the Custodian Indemnifying Party of the commencement thereof, the Custodian Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Custodian Indemnified Party, and the Custodian Indemnifying Party will not be liable to such Custodian Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Custodian Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 3.05 shall survive the termination of this Agreement or and the resignation or removal of the Servicer, the Owner Trustee or Indenture Trustee, as the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigationcase may be. If the Servicer Custodian shall have made any indemnity payments to Owner Trustee or Indenture Trustee pursuant to this Section and the Person to Owner Trustee or on behalf of whom such payments are made Indenture Trustee thereafter collects shall collect any of such amounts from othersPersons other than Custodian, Owner Trustee or Indenture Trustee, as the case may be, shall, as soon as practicable following such Person shall promptly receipt thereof, repay such amounts to the ServicerCustodian, without interest.