Common use of Indemnification by the Seller Clause in Contracts

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the Seller hereby agrees to indemnify the Trust and the Securitization Agent, and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreement.

Indemnification by the Seller. Without limiting In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Issuer, each director of the Issuer, each officer of the Issuer who shall sign such Registration Statement, each other rights which person who participates as an underwriter, broker or dealer in the Trust may have hereunder offering or under applicable lawsale of such securities and each other person, if any, who controls the Seller hereby agrees to indemnify Issuer or such other participating person within the Trust and meaning of Section 15 of the Securitization AgentSecurities Act or Section 20 of the Exchange Act, and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damages, losses, claims, damages or liabilities, joint or several, to which the Issuer or any such director, officer, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s (or Servicer’s breach of any of its duties actions or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”proceedings in respect thereof) awarded against or reasonably incurred by any of the Indemnified Parties and arising arise out of or as are based upon any untrue statement or alleged untrue statement of a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information material fact contained in a Portfolio Report any Registration Statement under which such securities were registered under the Securities Act, any Prospectus or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable preliminary prospectus included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filedtherein, or any delay in filing, financing statements amendment or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms)supplement thereto, or any other claim resulting from omission or relating alleged omission to the transaction giving rise to such Receivable or relating to collection activities state a material fact with respect to such Receivable (seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such collection activities were performed statement or omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller expressly for use in the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect preparation of any Pool Receivablesuch Registration Statement, Related Security Prospectus, preliminary prospectus, amendment or Contract; supplement; provided that the liability of each such seller shall be in proportion to and limited to the net amount received by such seller (kafter deducting any underwriting discount and expenses) any reduction in from the Investment as a result sale of the payment of allocations of Collections Registrable Securities pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementRegistration Statement.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the The Seller hereby agrees to indemnify and hold each of the Trust Purchaser and the Securitization Agent, its Affiliates and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damagesof their respective partners, lossesdirectors, claimsmanagers, liabilities members, officers, employees, agents and related costs controlling persons (each, a “Purchaser Indemnified Party”) harmless from and expenses, including reasonable legal fees and disbursementsagainst, and will pay to each Purchaser Indemnified Party the amount of, any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder and all Losses (all of the foregoing being collectively referred to as “Indemnified Amounts”including attorneys fees) awarded against or reasonably incurred or suffered by any of such Purchaser Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, to the Indemnified Parties and extent directly arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure any breach of any Obligor to pay an amount owing under a Pool Receivablerepresentation, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed certification made by the Seller (or in any of its officers) under the Transaction Documents to which the Seller is party or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure certificates given by the Seller to comply with any applicable lawthe Purchaser in writing pursuant to this Agreement, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (fii) any dispute, claim, offset breach of or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of default under any Pool Receivable (including, without limitation, a defense based on such Receivable covenant or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed agreement by the Seller to the Purchaser pursuant to any Transaction Document to which the Seller is party, (iii) any fees, expenses, costs, liabilities or any of its Affiliates acting as Servicer other amounts incurred or by any agent or independent contractor retained owed by the Seller Purchaser to any brokers, financial advisors or any of its Affiliates); (g) any failure of the Seller to perform its duties comparable other Persons retained or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured employed by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable it in connection with the Receivables; transactions contemplated by this Agreement, and (niv) any of Seller’s obligations and liabilities under any contract, agreement or other arrangement (whether written or oral) described on Schedule 3.14; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party to the extent resulting from (A) the failure by the Seller bad faith, gross negligence or the Servicer to be duly qualified to do business, to be in good standing willful misconduct of such Purchaser Indemnified Party or to have filed appropriate registration documents in any jurisdiction; (oB) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by acts or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure omissions of the Seller to perform its duties or obligationsbased upon the written instructions from any Purchaser Indemnified Party. Notwithstanding the foregoing, as Servicer or otherwiseabsent the Seller’s actual fraud, in accordance with no event shall the provisions Seller’s indemnification obligations under clause (i) of this AgreementSection 7.1 exceed, individually or in the aggregate, an amount equal to the Indemnification Cap, less all Royalties received by the Purchaser, without duplication, under this Agreement prior to and through resolution of the applicable claim.

Indemnification by the Seller. (a) Without limiting any other rights which the Trust Purchaser, any assignee of the Purchaser or any such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each, an “Indemnified Party”) may have hereunder or under applicable lawApplicable Law, the Seller hereby agrees to indemnify the Trust and the Securitization Agent, and their respective officers, agents, trustees and assigns (collectively, the “any Indemnified Parties”), Party from and against any and all damagescosts, expenses, losses, damages, claims, liabilities and related costs and expensesliabilities, including reasonable legal attorneys’ fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder disbursements (all of the foregoing foregoing, being collectively referred to as as, “Indemnified Amounts”) ), awarded against or reasonably incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party or any of the Indemnified Parties and them arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, Agreement excluding, however, (a) any such amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivablegross negligence, bad faith or (ii) resulting from gross negligence or wilful willful misconduct on the part of the Trust applicable Indemnified Party or (b) Loan Assets that are uncollectible due to the Securitization AgentObligor’s financial inability to pay. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) aboveforegoing, the Seller shall indemnify the each Indemnified Parties Party for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from:from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above): (ai) any Person’s use, ownership or operation of any Underlying Collateral to the extent that such use, ownership or operation took place prior to the Purchase Date with respect to the related Sale Portfolio; (ii) any action taken by the Seller, other than in accordance with this Agreement, in respect of any portion of the Sale Portfolio; (iii) any Taxes (other than Taxes based upon the net or gross income of an Indemnified Party and Taxes that would constitute Excluded Amounts) that may at any time be asserted against any Indemnified Party with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, stamp or license Taxes and costs and expenses in defending against the same, arising by reason of the acts to be performed by the Seller under this Agreement and imposed against such Indemnified Party. Without limiting the foregoing, in the event that the Purchaser, the Collateral Agent, the Collateral Custodian, the Account Bank, the Servicer, any Lender, any Lender Agent or the Administrative Agent receives actual notice of any Transfer Taxes arising out of the Sale of any Sale Portfolio from the Seller to the Purchaser under this Agreement, on written demand by such party, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Purchaser, the Collateral Agent, the Collateral Custodian, the Account Bank, the Servicer, each Lender, each Lender Agent and the Administrative Agent harmless, on an after-tax basis, from and against any and all such Transfer Taxes (it being understood that the Purchaser, the Collateral Agent, the Collateral Custodian, the Account Bank, the Servicer, the Lenders, the Lender Agents and the Administrative Agent shall have no contractual obligation to pay such Transfer Taxes); (iv) the failure by the Seller to pay when due any Taxes due by the Seller for which the Seller is liable, including without limitation, sales, excise or personal property Taxes payable in connection with the Sale Portfolio; (v) the gross negligence, willful misconduct or bad faith of the Seller in the performance of its duties under this Agreement or by reason of reckless disregard of the Seller’s obligations and duties under this Agreement; (vi) any failure of the Seller to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by the Seller or any Affiliate thereof to perform its respective duties under any Sale Portfolio; (vii) the failure of any information contained in a Sale Portfolio Report or a Portfolio Certificate to be true and correct (including the failure comply with all requirements of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable Applicable Law as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correctits Purchase Date; (bviii) the failure of any representation or warranty or statement made or deemed made by the Seller (or any to comply with all requirements of its officers) under or in connection with this Agreement to have been true and correct in all respects when madeSection 6.1 hereof; (cix) the failure by the Seller to comply with any applicable lawterm, rule provision or regulation covenant contained in this Agreement or any agreement executed in connection with respect to this Agreement, any Pool Assets Transaction Document or the related Contract; or the failure of with any Pool Assets or the related Contract to conform to any such applicable law, rule or regulationApplicable Law; (dx) any representation or warranty made or deemed made by the Seller, or any of its officers, under or in connection with this Agreement or any other Transaction Document, which shall have been false, incorrect or misleading in any respect when made or deemed made or delivered; (xi) the failure to vest and maintain vested in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-Purchaser an undivided ownership interest in the Pool Receivables Sale Portfolio, together with all Interest Collections and Principal Collections, free and clear of any Lien (other than Permitted Liens) whether existing at the Related Security and Collections with respect theretotime of any Purchase or at any time thereafter; (exii) the failure to have filedfile, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the PPSA UCC of any applicable jurisdiction or other applicable laws Applicable Law with respect to any Pool Receivables and the Related Security and Collections in respect thereofSale Portfolio, whether at the time of the any Purchase or any Increase at any subsequent time; (fxiii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment of with respect to any Pool Receivable Sale Portfolio (including, without limitation, a defense based on such Receivable or the related Contract Sale Portfolio not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (gxiv) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Seller to perform its duties qualify to do business or obligations in accordance with the provisions hereof file any notice or to perform its duties business activity report or obligations under the Contractsany similar report; (hxv) any products liability action taken by the Seller in the enforcement or other collection of any Sale Portfolio which results in any claim, investigationsuit or action of any kind pertaining to the Sale Portfolio or which reduces or impairs the rights of the Purchaser with respect to any Loan Asset or the value of any such Loan Asset; (xvi) any claim, litigation suit or proceeding action of any kind arising out of or in connection with goods, insurance Environmental Laws relating to the Seller or services that are the subject of or secure Sale Portfolio including any Contractvicarious liability; (ixvii) the commingling of Interest Collections of Pool Assets and Principal Collections on the Sale Portfolio at any time with other fundsfunds of the Seller; (jxviii) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer security interest in the Sale Portfolio granted hereunder; (xix) any failure by the Purchaser to pay when due give reasonably equivalent value to the Seller in consideration for the transfer by the Seller to the Purchaser of any taxes payable item of the Sale Portfolio or any attempt by itany Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the franchise taxes and sales, excise or personal property taxes payable in connection with the ReceivablesBankruptcy Code; (nxx) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller or any of its agents or representatives to perform its duties remit to the Purchaser Interest Collections and Principal Collections on the Sale Portfolio remitted to the Seller or obligations, any such agent or representative as provided in this Agreement; or (xxi) failure or delay in assisting a successor Servicer or otherwise, in assuming each and all of the Servicer’s obligations to service and administer the Collateral Portfolio in accordance with the Loan and Servicing Agreement, or failure or delay in complying with instructions from the Administrative Agent with respect thereto. (b) Any amounts subject to the indemnification provisions of this Section 9.1 shall be paid by the Seller to the Indemnified Party within two Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 9.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Seller shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party, on the one hand, and the Seller as the case may be, on the other hand, but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) Indemnification under this Section 9.1 shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the receipt of the indemnity provided hereunder, including the effect of such Tax or refund on the amount of Tax measured by net income or profits that is or was payable by the Indemnified Party. (e) The obligations of the Seller under this Section 9.1 shall survive the termination of this Agreement.

Indemnification by the Seller. Without limiting The Seller shall indemnify the Buyer in respect of, and hold it harmless against, any other rights which and all Losses incurred or suffered by the Trust may have hereunder or under applicable lawCompany, the Seller hereby agrees to indemnify the Trust and the Securitization Agent, and their respective officers, agents, trustees and assigns Buyer or any of its Affiliates (collectively, the “Indemnified Parties”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified AmountsBuyer Indemnitees”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreementresulting from, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting fromconstituting: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable breach, as of the date of such calculation)this Agreement or as of the Closing Date, or the failure of any other representation or warranty contained in Article III or Article V of this Agreement or any Transaction Document to which the Seller, the Company or any Subsidiary is a party, without regard to any supplemental information provided or supplements or amendments to the Trust Disclosure Schedules provided on or after the Securitization Agent with respect Effective Date and whether provided pursuant to Receivables Section 6.5 or this Agreement to be true and correctotherwise; (b) the any failure to perform any covenant or agreement of any representation or warranty or statement made or deemed made by of the Seller (Seller, the Company or any of its officers) under or Subsidiary contained in connection with this Agreement or any Transaction Document to have been true and correct in all respects when madewhich the Seller, the Company or any Subsidiary is a party; (c) subject to the failure conditions set forth under Section 9.4(d), any Liabilities under Environmental Requirements, regardless of whether set forth in the Disclosure Schedule, arising from or relating to: (i) the ownership, operation, or condition at any time on or before the Closing Date of any Facilities, (ii) any Hazardous Materials that were present on or had been released in such Facilities at any time on or before the Closing Date; or (iii) any Hazardous Materials, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released or otherwise handled by the Seller Seller, the Company or any of the Subsidiaries at any time on or before the Closing Date; *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to comply with any applicable lawRule 24b-2 under the Securities Exchange Act of 1934, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation;as amended. (d) without duplication, any Liabilities for Taxes, to the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto;extent required by Article X hereto; and (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based matters set forth on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its termsSchedule 9.2(e), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreement.

Indemnification by the Seller. Without limiting In connection with any other rights registration statement in which a seller of Registrable Securities is participating, each such seller will furnish to the Trust may have hereunder Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or under applicable prospectus and, to the fullest extent permitted by law, the Seller hereby agrees to each such seller will indemnify the Trust Company and its directors and officers and each Person who controls the Securitization Agent, and their respective officers, agents, trustees and assigns Company (collectively, within the “Indemnified Parties”), from and meaning of the Securities Act or the Exchange Act) against any and all damages, losses, claims, liabilities and related costs and expensesdamages, including reasonable legal fees and disbursementsliabilities, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable expenses (including, without limitation, reasonable attorneys' fees and disbursements except as limited by Section 2.5.3 hereof) resulting from any untrue statement or alleged untrue statement of a defense based on such Receivable or material fact contained in the related Contract not being a legalregistration statement, valid and binding obligation of such Obligor enforceable against it in accordance with its terms)prospectus, or any other claim resulting from preliminary prospectus or relating any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, but only to the transaction giving rise to extent that such Receivable untrue statement or relating to collection activities with respect to alleged untrue statement or omission or alleged omission is contained in any information or affidavit so furnished in writing by such Receivable (if such collection activities were performed by the Seller seller or any of its Seller Affiliates acting as Servicer specifically for inclusion in the registration statement; provided that the obligation to indemnify will be several, not joint and several, among such sellers of Registrable Securities, and the liability of each such seller of Registrable Securities will be in proportion to, and, provided, further, that such liability will be limited to, the net amount received by such seller from the sale of Registrable Securities pursuant to such registration statement; provided, however, that such seller of Registrable Securities shall not be liable in any such case to the extent that prior to the filing of any such registration statement or by any agent prospectus or independent contractor retained by amendment thereof or supplement thereto, such seller has furnished in writing to the Seller Company information expressly for use in such registration statement or prospectus or any of its Affiliates); (g) any failure of the Seller to perform its duties amendment thereof or obligations in accordance with the provisions hereof supplement thereto which corrected or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate made not misleading information previously furnished to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementCompany.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the The Seller hereby agrees to indemnify and hold each of the Trust Purchaser and the Securitization Agent, its Affiliates and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damagesof their respective partners, lossesdirectors, claimstrustees, liabilities managers, members, officers, employees, agents and related costs controlling persons (each, a “Purchaser Indemnified Party”) harmless from and expenses, including reasonable legal fees and disbursementsagainst, and will pay to each Purchaser Indemnified Party the amount of, any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder and all Losses (all of the foregoing being collectively referred to as “Indemnified Amounts”including attorneys’ fees) awarded against or reasonably incurred or suffered by such Purchaser Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, arising out of (i) any breach of any representation, warranty or certification made by the Seller in any of the Indemnified Parties Transaction Documents to which the Seller is party or certificates given by the Seller to the Purchaser in writing pursuant to this Purchase and arising out Sale Agreement or any other Transaction Document, (ii) any breach of or default under any covenant or agreement by the Seller under any Transaction Document to which the Seller is party or the Counterparty Agreement, (iii) any Excluded Liabilities and Obligations (unless such Excluded Liabilities and Obligations are due to the Purchaser not complying with Section 5.10), (iv) claims arising on or after the Closing Date and asserted against a Purchaser Indemnified Party relating to the transactions contemplated in any Transaction Document or the Counterparty Agreement and (v) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Purchase and Sale Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (A) that has the effect of imposing on the Seller any recourse liability for Royalties because of the insolvency or other creditworthiness problems of Counterparty or the insufficiency of the Royalties, whether as a result of the Seller’s amount of cash flow arising from sales or Servicer’s licensing of the Licensed Products or otherwise, unless resulting from a breach of representation and warranty by Seller or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under this Purchase and Sale Agreement or Counterparty Agreement, (B) to the Contracts; extent resulting from the bad faith, gross negligence or willful misconduct of such Purchaser Indemnified Party or (hC) to the extent resulting from acts or omissions of the Seller based upon the written instructions from any products liability or other claimPurchaser Indemnified Party. Any amounts due to any Purchaser Indemnified Party hereunder shall be payable by the Seller to such Purchaser Indemnified Party upon demand. Notwithstanding the foregoing, investigationabsent the Seller’s actual fraud, litigation or proceeding arising out of or in connection with goods, insurance or services that are no event shall the subject of or secure any Contract; Seller’s indemnification obligations under clause (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigationthis Section 7.1 exceed, litigation or proceeding related to this Agreement or the use of proceeds of Purchases individually or in respect of any Pool Receivablethe aggregate, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant an amount equal to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreement[***].

Indemnification by the Seller. Without limiting any other rights which The Seller will indemnify, defend and hold harmless the Trust may have hereunder or under applicable lawPurchaser, each Affiliate of the Purchaser (including, after the Closing, the Seller hereby agrees to indemnify the Trust Acquired Entities) and the Securitization Agent, and each of their respective officers, agentsdirectors, trustees and assigns employees (collectively, the “Indemnified PartiesPurchaser Group”), ) from and against and pay or reimburse, as the case may be, the Purchaser Group for, any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and Damages actually paid or suffered by any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all member of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against Purchaser Group based upon or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting fromof: (a) the failure breach by the Seller of any information of the Seller’s representations and warranties contained in a Portfolio Report or a Portfolio Certificate to be true Article III and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correctArticle IV; (b) the failure of any representation or warranty or statement made or deemed made breach by the Seller (of any covenant or any agreement of its officers) under or the Seller contained in connection with this Agreement on the part of the Seller to have been true and correct in all respects when madebe observed or performed; (c) any Pre-Closing Taxes, provided, however, that the failure Seller shall not indemnify and hold harmless the Purchaser Group, from any liability for Pre-Closing Taxes attributable to any action taken after the Closing by the Seller to comply with Purchaser, any applicable law, rule or regulation with respect to any Pool Assets or of its Affiliates (including the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its termsAcquired Entities), or any other claim resulting from or relating to transferee of the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller Purchaser or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by (including the Seller or any Acquired Entities) if such action was taken in breach of its AffiliatesSection 7.3(a) (a “Purchaser Tax Act”);; or (gd) any failure federal, state, local or foreign taxes, charges, fees, imposts, transaction taxes, levies or other assessments in respect of income and/or gains of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claimincluding income taxes, investigationprofit taxes, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or capital gains taxes and withholding taxes in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(cthereof), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise value added taxes and salesstamp taxes, excise or personal property taxes payable if any, imposed in connection with the Receivables; (n) Restructuring and the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect sale of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Acquired Company Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership ofcollectively, the Financed Vehicles; and (q) any material failure of the “Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementTaxes”).

Indemnification by the Seller. Without limiting any other rights which Subject to the Trust may have hereunder or under applicable lawlimitations set forth in this Article VII, each of the Seller hereby and the Owner, jointly and severally (the “Seller Indemnifying Parties”), agrees to indemnify and hold harmless the Trust and the Securitization AgentBuyer, including its shareholders, members, directors, managers, officers, employees, Affiliates, and their respective officersagents (each, agentsa “Buyer Indemnified Party” and, trustees and assigns (collectively, the “Buyer Indemnified Parties”), from and against any and all damagesclaims, losses, claimsLiabilities, liabilities and related costs damages, deficiencies, diminutions in value, costs, interest, awards, judgments, penalties, and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs attorneys’ and expenses, including the reasonable consultants’ fees and expenses of counsel and including any such reasonable expenses incurred in connection with investigating, defending against the sameagainst, which may arise by reason or settling any of the purchase foregoing (each, a “Loss” and, collectively, the “Losses”) paid, suffered, incurred, sustained, or ownership accrued by any Buyer Indemnified Party, directly or indirectly, as a result of, arising out of, or in connection with: (a) any inaccuracy in, or breach of, any of the Trust’s Corepresentations or warranties of the Seller and the Owner contained in this Agreement, (b) any breach or non-Ownership Interest fulfillment of any covenant, agreement, or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure obligation to be performed by the Seller and/or the Owner pursuant to this Agreement, (c) any Excluded Asset or the Servicer to pay when due any taxes payable by itExcluded Liability, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (nd) the failure fraud by the Seller or the Servicer to be duly qualified to do businessand/or Owner, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (oe) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear misclassification of any Security Interest created by or through Seller employees and/or independent contractors, (f) any Excluded Taxes of the Seller, whether existing at and/or (g) any violation, investigation, or enforcement proceeding under the time Laws and regulations administered by U.S. Customs and Border Protection, including Laws requiring accurate entry declarations and payment of the consummation of the transactions contemplated hereby or at any time thereafterduties for imported merchandise, other than Security Interests created pertaining to merchandise imported by or arising through for the Trust; (p) any claim for personal injurySeller, death, property damage during the period ending on or product liability which may arise by reason of, result from or be caused by, or relate to before the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementClosing Date.

Indemnification by the Seller. Without limiting any other rights which If the Trust may have hereunder or under applicable lawClosing occurs and subject to the limitations set forth herein, the Seller hereby agrees to shall indemnify and defend the Trust Purchaser and its Affiliates (including the Securitization Agent, Company and its Subsidiaries) and their respective stockholders, members, managers, officers, directors, employees, agents, trustees successors and assigns (collectively, the “Indemnified PartiesPurchaser Indemnitees”)) against, from and against shall hold them harmless from, any and all losses, damages, losses, claims, liabilities and related charges, Liabilities, Actions, interest, penalties, Taxes, costs and expenses, including reasonable legal legal, consultant, accounting and other professional fees, and fees and disbursementscosts actually incurred (collectively, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified AmountsLosses”) awarded against or reasonably incurred by any of the Indemnified Parties and resulting from, arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of incurred by any Obligor to pay an amount owing under a Pool ReceivablePurchaser Indemnitee in connection with, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: otherwise with respect to: (a) the failure of any information contained in a Portfolio Report inaccuracy or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure breach of any representation or warranty or statement made or deemed made by the Seller in this Agreement, any of the Ancillary Agreements or any certificate or other document furnished or to be furnished to the Purchaser in connection with the transactions contemplated by this Agreement; (b) any breach by the Seller of any covenant or agreement contained in this Agreement or any of the Ancillary Agreements; (c) except to the extent that the Seller has already made payments in respect of such amounts pursuant to Section 6.9(a) or to the extent that such amounts were taken into account as a current liability that actually reduced Final Net Working Capital, (i) any Tax imposed on or relating to the Company or its Subsidiaries with respect to any Pre-Closing Period; (ii) any Liabilities of the Company or its Subsidiaries for the Taxes of another Person (such as the Seller or Seller Parent) as a transferee or successor, by Contract (other than a commercial Contract the principal purpose of which is not Tax related) or by operation of law, where the Company or any of its officers) under Subsidiaries became a transferee or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable lawsuccessor, rule or regulation with respect to any Pool Assets entered into such Contract or the related Contractrelationship or connection giving rise to such Liabilities arose prior to the Closing; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) Cypress Creek Mine, LLC, an Indiana limited liability company, or any of its assets, properties, rights, liabilities and obligations, or any other assets, properties, rights, liabilities and obligations related to the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; former Cypress Creek surface 63 mine; (e) any Indebtedness or Transaction Expenses to the failure extent not satisfied prior to have filed, the Closing or included in any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect Purchase Price adjustment pursuant to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; Section 2.4; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy notice from a Governmental Entity of a violation of the ObligorMining Regulations in connection with the Mining Operations that has not been fully resolved prior to the Closing; (g) any items set forth on Section 4.12 of the Obligor Seller’s Disclosure Schedule; (h) any determination that any individual who provided services to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable Mining Operations was improperly classified as an independent contractor or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms)other non-employee status, or any other claim resulting from or relating to that the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller Company or any of its Affiliates acting as Servicer Subsidiaries was a joint employer or by single employer or co-employer with any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance other entity associated with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claimMining Operations, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; including (i) under any Plan, (ii) for taxation or Tax Reporting, and (iii) under the commingling Fair Labor Standards Act or any similar state statute; (i) any Liens of Collections the type set forth in clause (e) of Pool Assets at any time with other funds; the definition of Permitted Liens which have not been released prior to the Closing (which ultimately result in a Loss to the Company or its Subsidiaries following the Closing); (j) any investigation, litigation or proceeding related the Contract Mining Agreements (other than with respect to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; Contractor Termination Royalties); (k) any reduction to the extent set forth in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(cSection 6.5(e)(ii), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; Lafayette Pre-Closing Payments; and (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementBenefit Plans.

Indemnification by the Seller. Without limiting any other rights which The Seller shall indemnify and save harmless the Trust may have hereunder or under applicable lawBuyer, the Seller hereby agrees to indemnify Affiliates of the Trust Buyer, employees, officers, and directors of the Securitization AgentBuyer, and their respective officers, agents, trustees successors and assigns from, against, for and in respect of: (collectively, i) any Loss incurred or required to be paid because of the “Indemnified Parties”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties representation, warranty, covenant or obligations hereunder (all agreement of the foregoing being collectively referred Seller in this Agreement; (ii) any claims raised between the date of Closing and five years thereafter, to as “Indemnified Amounts”) awarded against the extent they are based upon any claimed infringement or reasonably incurred violation of any third party's copyright, patent, trademark or other property right by any of the Indemnified Parties and arising out of or as Purchased Assets, except to the extent the claim is a result of the Seller’s combination of the Purchased Assets with other software or Servicer’s breach or violation equipment which is not included in the Purchased Assets. In the event that Buyer receives notice of this Agreementany such claim, excluding, however, amounts Buyer shall (i) resulting solely from promptly notify Seller of the failure of any Obligor to pay an amount owing under a Pool Receivableclaim, or (ii) resulting from gross negligence permit Seller to assume the defense of such claim or wilful misconduct on the part any negotiations related thereto at Seller's expense (though no settlement of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) such claim may be entered into without Buyer's approval which shall not be unreasonably withheld), and (iiiii) above, the provide such information and assistance as is requested by Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer defense of such claim. In addition to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested defending such claim as provided in the Trust a perfected ownership interest in respect foregoing (regardless of the Trust’s Co-Ownership Interest free and clear of outcome), Seller will pay any Security Interest created by amount finally awarded in a proceeding to the extent based upon such a claim (including attorney's fees, if any, in such award), provided that such award is based upon a finding that Seller knew or through the Seller, whether existing at the time should have known of the consummation infringement or violation of such third party's rights. Should any such claims be made or brought to the attention of the transactions contemplated hereby parties or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate either of them prior to the useClosing, operationeither party shall have the option to cancel this Agreement by written notice to the other prior to Closing, maintenance or ownership ofin which case the parties shall have no further obligations whatsoever to each other hereunder. If neither party elects to so cancel, the Financed Vehicles; and (q) any material failure of the Seller shall be obligated to perform its duties or obligations, as Servicer or otherwise, act in accordance with the provisions of this AgreementSection. (iii) any Litigation Expense incurred or required to be paid in connection with any matter indemnified against in Section 11(b)(i) or Section 11(b)(ii) hereof.

Indemnification by the Seller. Without limiting any (a) The Seller agrees, subject to the other rights which the Trust may have hereunder or under applicable law, the Seller hereby agrees to indemnify the Trust terms and the Securitization Agent, and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation conditions of this Agreement, excludingto indemnify the Purchasers and their Affiliates, howeverofficers, amounts directors, employees, agents, successors and assigns (each a “Purchaser Indemnified Party”) against and hold them harmless from all Losses actually incurred by them arising out of (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate the representations of the Seller to be true and correct in all material respects on the Closing Date (including the failure except for representations and warranties that speak as of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation)specific date, or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to which must be true and correct;correct as of such date), (ii) any of the Retained Liabilities, and (iii) the material breach of any covenant or agreement of the Seller herein. Notwithstanding anything in this Article IX to the contrary, no claim may be made against Seller for indemnification pursuant to Section 9.3(a)(i) until the aggregate dollar amount of all Losses of the Purchaser Indemnified Parties shall exceed the Basket and the Seller shall only be required to pay or be liable for any amounts in excess of the Basket; provided, however, that Seller’s indemnification obligations under Section 9.3(a)(i) shall not exceed the sum of $1 million plus 50% of any amounts paid in respect of the Milestone Payments and the Quarterly Payments, as such terms are defined in Exhibit 2.3 hereto. (b) A Purchaser Indemnified Party shall give the failure Seller prompt written notice of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (includingassertion, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation event or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases by or in respect of a third party of which such Purchaser Indemnified Party has Knowledge concerning any Pool ReceivableLoss as to which such Purchaser Indemnified Party may request indemnification hereunder. The Seller shall have the right to assume, Related Security through counsel of its own choosing, the defense or Contract; (k) settlement of any reduction such claim or proceeding at its own expense. If the Seller elects to assume the defense of any such claim or proceeding, the Purchaser Indemnified Party may participate in such defense, but in such case the expenses of the Purchaser Indemnified Party shall be paid by the Purchaser Indemnified Party. The Purchaser Indemnified Party shall provide the Seller with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Seller in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) defense or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect theretosettlement thereof, and the Seller shall reimburse the Purchaser Indemnified Party for all its reasonable out-of-pocket costs and expensesexpenses in connection therewith. If the Seller elects to assume the defense of any such claim or proceeding the Purchaser Indemnified Party shall not pay, including or permit to be paid, any part of any claim or demand arising from such asserted liability unless the reasonable fees and expenses Seller consents in writing to payment or unless the Seller, subject to the last sentence of counsel in defending this Section 9.3(b), withdraws from the defense of such asserted liability or unless a final judgment from which no appeal may be taken by or on behalf of the Seller is entered against the samePurchaser Indemnified Party for such liability. The Seller shall not, which may arise by reason without the prior written consent of the purchase Purchaser Indemnified Party, settle or ownership compromise or consent to the entry of the Trust’s Co-Ownership Interest any judgment with respect to any pending or other interests in the Receivables Pool threatened claim or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest proceeding in respect of which indemnification may be sought hereunder (whether or not the TrustPurchaser Indemnified Party is an actual or potential party to such claim or proceeding) unless such settlement, compromise or consent (x) includes an unconditional release of each Purchaser Indemnified Party from all liability arising out of such claim or proceeding, (y) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of a Purchaser Indemnified Party and (z) does not impose any restrictions on the conduct of the Business. If the Seller shall fail to undertake any such defense, the Purchaser Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Seller’s Co-Ownership Interest free and clear expense. If the Purchaser Indemnified Party assumes the defense of any Security Interest created such claim or proceeding pursuant to this Section 9.3(b) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser Indemnified Party shall give the Seller prompt written notice thereof and the Seller shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding. (c) The Purchasers hereby acknowledge and agree that their sole and exclusive remedy with respect to any and all claims, other than a claim in tort based on actual and intentional fraud, relating to the subject matter of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, shall be pursuant to the indemnification provisions set forth in Article VI and in this Article IX and specific performance as contemplated by Section 11.10. (d) Except as expressly set forth in this Agreement, the Seller is not making any representation, warranty, covenant or through agreement with respect to the SellerAssets, whether existing at Assumed Liabilities, or any other matter contained herein. Anything herein to the time contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Purchasers, after the consummation of the purchase and sale of the Business contemplated hereby, to rescind this Agreement or any of the transactions contemplated hereby or at hereby. (e) Notwithstanding any time thereafterprovision to the contrary contained herein no Purchaser Indemnified Party shall have any claim, other than Security Interests created by as may be set forth in this Section 9.3, based on consequential damages or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreementlost profit.

Indemnification by the Seller. Without limiting any other rights which If the Trust may have hereunder or under applicable lawPhase I Closing occurs, and subject to the limitations expressly set forth in Section 8.4 and Section 8.5, the Seller hereby agrees to will indemnify and hold harmless the Trust Purchaser and the Securitization Agent, its Affiliates and its and their respective directors, officers, agentsemployees, trustees agents and assigns representatives (collectively, the “Purchaser Indemnified Parties”), ) from and against any and all damagesLosses (other than Losses with respect to Taxes, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with for which the appointment provisions of a Replacement Servicer, Section 9.1(a) will govern) incurred by the Purchaser Indemnified Parties arising or resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure breach of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under set forth in Article 3 or in connection with this Agreement the certificates delivered pursuant to Sections 2.10(a)(xi) or Section 2.11(a)(iv) (determined, unless and until the Phase II Closing shall have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable lawoccurred, rule or regulation solely with respect to any Pool the Phase I Business and the Purchased Assets or and Assumed Liabilities acquired and assumed by the related Contract; or Purchaser upon the failure consummation of any Pool Assets or the related Contract to conform to any such applicable lawPhase I Closing, rule or regulation; (d) the failure to vest and in the Trust a valid and enforceable perfected first ranking (as against event that the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to Phase II Closing shall have filedoccurred, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables the Business and the Related Security Purchased Assets and Collections in respect thereofAssumed Liabilities), whether at the time of the Purchase or any Increase at any subsequent time; (fb) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment breach of any Pool Receivable (including, without limitation, a defense based on such Receivable agreement or the related Contract not being a legal, valid and binding obligation covenant of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained set forth in this Agreement (determined, unless and until the Phase II Closing shall have occurred, solely with respect to the Phase I Business and the Purchased Assets and Assumed Liabilities acquired and assumed by the Seller or any of its Affiliates); (g) any failure Purchaser upon the consummation of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claimPhase I Closing, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), and in the event that all or a portion of such payments the Phase II Closing shall thereafter be rescinded or otherwise must be returned for any reason; have occurred, with respect to the Business and the Purchased Assets and Assumed Liabilities), (lc) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect theretoExcluded Liability, and all reasonable out-of-pocket costs and expenses(d) any Selling Expenses or Indebtedness (to the extent not deducted from the Purchase Price pursuant to Section 2.7). For the sake of clarity, including the reasonable fees and expenses amount of counsel in defending against the same, which may arise by reason of the purchase indemnified Losses will be calculated without regard to any materiality or ownership of the Trust’s Co-Ownership Interest or other interests Material Adverse Effect qualifications contained in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the applicable provisions of this Agreementhereof.

Indemnification by the Seller. Without limiting any other rights which (a) Subject to the Trust may have hereunder or under applicable lawlimitation in time set forth in Section 6.1 above and the limitations set forth below in Section 6.6, the Seller hereby agrees to indemnify the Trust Buyer and their successors and permitted assigns shall be indemnified and held harmless by Sykes and the Securitization Agent, and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”)Seller, from and against any and all damagesliabilities, losses, damages (excluding consequential damages), claims, liabilities and related costs and expenses, including reasonable legal fees interest, awards, judgments and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable penalties (including, without limitation, a defense based on such Receivable reasonable legal costs and expenses) actually suffered or incurred by the Buyer or the related Contract not being Company (hereinafter a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms“Buyer Loss”), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding actually arising out of or resulting from only the breach of any representation or warranty by Sykes or the Seller contained in connection with goods, insurance or services that are the subject of or secure any Contract;Section 3. (ib) the commingling of Collections of Pool Assets at any time with other funds; NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT EXCEPT ONLY FOR THAT LIABILITY (jIF ANY) any investigationRESULTING FROM FRAUD BY ANY OF SYKES OR THE SELLER AND SUCH OTHER LIABILITY (IF ANY) FOR WHICH SYKES AND THE SELLER HAVE AGREED TO INDEMNIFY THE BUYER PURSUANT TO SECTION 6.2 HEREUNDER, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool ReceivableALL OTHER LIABILITY (AS THIS TERM IS DEFINED IN SECTION 1.1, Related Security or Contract; AND WHETHER KNOWN OR UNKNOWN AT THE TIME OF CLOSING, CONTINGENT OR OTHERWISE) OF THE COMPANY, INCLUDING, WITHOUT LIMITATION, LIABILITY OF A NATURE REQUIRED BY GAAP TO BE REFLECTED ON A CORPORATE BALANCE SHEET OR DISCLOSED IN THE NOTES THERETO, AND LIABILITY THAT IS BASED UPON OR THAT RESULTS FROM THE OPERATION OF THE COMPANY OR THE BUSINESS ON, PRIOR TO, OR AFTER THE CLOSING, IS HEREBY BEING TRANSFERRED ONTO AND ALLOCATED TO, AND WILL REMAIN SOLELY WITH, THE COMPANY AND, ULTIMATELY, THE BUYER, AFTER CLOSING. ACCORDINGLY, EXCEPT ONLY FOR THAT LIABILITY (kIF ANY) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c)RESULTING FROM FRAUD BY SYKES OR THE SELLER AND SUCH OTHER LIABILITY (IF ANY) FROM WHICH THE BUYER SHALL BE INDEMNIFIED BY SYKES OR THE SELLER PURSUANT TO THE SELLER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.2 HEREUNDER, 2.6(e) or 2.10(e)SYKES AND THE SELLER SHALL HAVE NO FURTHER LIABILITY TO COMPANY NOR TO THE BUYER FOR ANY LIABILITY OF COMPANY OR THE BUYER, in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts)EVEN IF AND REGARDLESS OF WHETHER SUCH LIABILITY WAS KNOWN OR UNKNOWN AT THE TIME OF CLOSING OR WHETHER THAT LIABILITY WAS NOT REFLECTED IN THE BALANCE SHEET OF THE COMPANY EVEN IT WAS LIABILITY OF A NATURE REQUIRED BY GAAP TO BE REFLECTED ON A CORPORATE BALANCE SHEET OR DISCLOSED IN THE NOTES THERETO, all interest and penalties thereon or with respect theretoAND REGARDLESS OF THE SOURCE GIVING RISE TO SUCH LIABILITY, and all reasonable out-of-pocket costs and expensesOR WHETHER THAT LIABILITY IS BASED UPON OR RESULTS FROM THE OPERATIONS OF THE COMPANY OR THE BUSINESS ON, including the reasonable fees and expenses of counsel in defending against the samePRIOR TO, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by itOR AFTER THE CLOSING, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementAND EVEN IF COMPANY IS OPERATED IN THE SAME MANNER AFTER THE CLOSING AS PRIOR TO THE CLOSING.

Indemnification by the Seller. (a) Without limiting any other rights which that the Trust Buyer or any assignee of the Buyer (or any of such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”)) may have hereunder or under applicable lawApplicable Law, the Seller Fair, Durham and Xxxxxxx hereby agrees jointly and severally agree to indemnify the Trust and the Securitization Agent, and their respective officers, agents, trustees and assigns (collectively, the “each Indemnified Parties”), Party from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal attorneys’ fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) ), awarded against or reasonably incurred by any of the such Indemnified Parties and Party arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting fromfollowing: (aA) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (including Fair in its role as Servicer) or any of its officers) Fair’s officers under or in connection with this Agreement to Agreement, any other Transaction Document, any Servicing Report, any Servicer’s Certificate or any other information or report delivered by or on behalf of the Seller pursuant hereto shall have been true and correct in all respects false, incorrect or misleading when mademade or delivered; (cB) the failure by the Seller to comply with any applicable lawterm, rule provision or regulation covenant contained in this Agreement, any of the other Transaction Documents or any agreement executed in connection therewith, or with any Applicable Law, including with respect to any Pool Sale Assets or the related Contract; or the failure nonconformity of any Pool Sale Assets or the related Contract to conform to with any such applicable lawApplicable Law, rule or regulationand including any such failure by Fair in its capacity as the Servicer hereunder; (dC) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filedany claim, dispute, defense or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws offset by an Obligor with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense a Receivable (other than a bankruptcy discharge in bankruptcy of the such Obligor) arising from origination or servicing of the Obligor that Receivable prior to the payment of any Pool Receivable Closing Date (including, without limitation, including a defense based on such the Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (gD) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Seller Fair to perform its duties qualify to do business or obligations in accordance with the provisions hereof file any required notice, business activity report or to perform its duties or obligations under the Contractssimilar report; (hE) any products liability action taken by Fair, in its role as the Servicer, in the enforcement or other claim, investigation, litigation or proceeding arising out collection of or in connection with goods, insurance or services that are the subject of or secure any ContractCollateral; (iF) the commingling of Collections by any of Pool Assets Fair, Durham or Xxxxxxx at any time with other funds;; or (jG) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable Sale Assets arising in connection with the Receivables;origination or servicing of the Receivables prior to the Closing Date. Notwithstanding the foregoing, the parties hereto acknowledge and agree that the Seller shall not owe indemnification to an Indemnified Party for any (x) Indemnified Amounts to the extent resulting from the gross negligence, bad faith, breach of contract or willful misconduct on the part of the applicable Indemnified Party, and (y) disputes among Indemnified Parties. (nb) Any amounts subject to the failure indemnification provisions of this Section 9.1 shall be paid by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the useIndemnified Party within ten (10) Business Days following such Person’s demand therefor setting forth the basis for such Indemnified Amounts in reasonable detail. If any Indemnified Party receives any Indemnified Amount from the Buyer and is subsequently reimbursed for such amounts by another party, operation, maintenance or ownership of, such Indemnified Party hereby agrees to reimburse the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementBuyer for such reimbursed amounts.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the The Seller hereby agrees to indemnify the Trust Buyer and the Securitization Agent, its Affiliates and their respective officersRepresentatives, agents, trustees successors and assigns of each of the foregoing from and against, and hold harmless each of the foregoing from, any and all losses, damages (but excluding punitive damages except to the extent payable to a third-party), liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (hereinafter collectively, the “Indemnified PartiesLosses”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred suffered by any of the Indemnified Parties and foregoing to the extent arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting fromfollowing: (a) the failure any breach of any information surviving representation or warranty made by the Seller contained in a Portfolio Report this Agreement, the Seller Disclosure Letter or a Portfolio Certificate to be true and correct (including any Ancillary Agreement or any schedule or certificate delivered pursuant hereto or thereto or in connection with the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), transactions contemplated hereby or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correctthereby; (b) the failure any breach of any representation covenant or warranty or statement made or deemed made agreement by the Seller (contained in this Agreement, the Seller Disclosure Letter or any of its officers) under Ancillary Agreement or any schedule or certificate delivered pursuant hereto or thereto or in connection with this Agreement to have been true and correct in all respects when madethe transactions contemplated hereby or thereby; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulationTransaction Litigation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect theretoany Excluded Asset or Excluded Liability; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed use by the Seller or any of its Affiliates acting as Servicer of, or by any agent act or independent contractor retained omission by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or Affiliates with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitationto, the franchise taxes and sales, excise or personal property taxes payable in connection with Transferred Marks following the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed VehiclesClosing; and (qf) the Seller’s failure to comply with the terms and conditions of any material failure bulk sales or bulk transfer or similar laws of any jurisdiction that may be applicable to the sale or transfer of any or all of the Seller Purchased Assets to perform the Buyer or its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementSubsidiaries.

Indemnification by the Seller. (a) Without limiting any other rights which the Trust Purchaser, any assignee of the Purchaser or any such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under applicable lawApplicable Law, the Seller hereby agrees to indemnify the Trust and the Securitization Agent, and their respective officers, agents, trustees and assigns (collectively, the “any Indemnified Parties”), Party from and against any and all damagescosts, expenses, losses, damages, claims, liabilities and related costs and expensesliabilities, including reasonable legal attorneys’ fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder disbursements (all of the foregoing foregoing, being collectively referred to as as, “Indemnified Amounts”) ), awarded against or reasonably incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party or any of the Indemnified Parties and them arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, Agreement excluding, however, (a) any such amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivablegross negligence, bad faith or (ii) resulting from gross negligence or wilful willful misconduct on the part of the Trust applicable Indemnified Party or (b) Loan Assets that are uncollectible due to the Securitization AgentObligor’s financial inability to pay. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) aboveforegoing, the Seller shall indemnify the each Indemnified Parties Party for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from:from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above): (ai) any Person’s use, ownership or operation of any Underlying Collateral to the extent that such use, ownership or operation took place prior to the Purchase Date with respect to the related Sale Portfolio; (ii) any action taken by the Seller, other than in accordance with this Agreement, in respect of any portion of the Sale Portfolio, which results in any claim, suit or action of any kind pertaining to the Sale Portfolio or which reduces or impairs the rights of the Purchaser (or any assignee thereof) with respect to any Loan Asset or the value of any such Loan Asset; (iii) any taxes (other than taxes based upon the net or gross income of an Indemnified Party and taxes that would constitute Excluded Amounts) that may at any time be asserted against any Indemnified Party with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, stamp or license taxes and costs and expenses in defending against the same, arising by reason of the acts to be performed by the Seller under this Agreement and imposed against such Indemnified Party. Without limiting the foregoing, in the event that the Purchaser, the Trustee, the Collateral Custodian, the Bank, the Servicer, any Lender or the Agent receives actual notice of any Transfer Taxes arising out of the Sale of any Sale Portfolio from the Seller to the Purchaser under this Agreement, on written demand by such party, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Purchaser, the Trustee, the Collateral Custodian, the Bank, the Servicer, each Lender and the Agent harmless, on an after-tax basis, from and against any and all such Transfer Taxes (it being understood that the Purchaser, the Trustee, the Collateral Custodian, the Bank, the Servicer, each Lender and the Agent shall have no contractual obligation to pay such Transfer Taxes); (iv) the failure by the Seller to pay when due any Taxes due by the Seller for which the Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Sale Portfolio; (v) the negligence, willful misconduct or bad faith of the Seller in the performance of its duties under this Agreement or by reason of reckless disregard of the Seller’s obligations and duties under this Agreement; (vi) any failure of the Seller to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by the Seller or any Affiliate thereof to perform its respective duties under any Sale Portfolio; (vii) the failure of any information contained in a Sale Portfolio Report or a Portfolio Certificate to be true and correct (including the failure comply with all requirements of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable Applicable Law as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correctits Purchase Date; (bviii) the failure of any representation or warranty or statement made or deemed made by the Seller (or any to comply with all requirements of its officers) under or in connection with this Agreement to have been true and correct in all respects when madeSection 6.1 hereof; (cix) the failure by the Seller to comply with any applicable lawterm, rule provision or regulation covenant contained in this Agreement or any agreement executed in connection with respect to this Agreement, any Pool Assets Transaction Document or the related Contract; or the failure of with any Pool Assets or the related Contract to conform to any such applicable law, rule or regulationApplicable Law; (dx) any representation or warranty made or deemed made by the Seller, or any of its officers, under or in connection with this Agreement or any other Transaction Document, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered; (xi) the failure to vest and maintain vested in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-Purchaser an undivided ownership interest in the Pool Receivables Sale Portfolio, together with all Interest Collections and Principal Collections, free and clear of any Lien (other than Permitted Liens) whether existing at the Related Security and Collections with respect theretotime of any Purchase or at any time thereafter; (exii) the failure to have filedfile, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the PPSA UCC of any applicable jurisdiction or other applicable laws Applicable Law with respect to any Pool Receivables and the Related Security and Collections in respect thereofSale Portfolio, whether at the time of the any Purchase or any Increase at any subsequent time; (fxiii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment of with respect to any Pool Receivable Sale Portfolio (including, without limitation, a defense based on such Receivable or the related Contract Sale Portfolio not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (gxiv) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Seller to perform its duties qualify to do business or obligations in accordance with the provisions hereof file any notice or to perform its duties business activity report or obligations under the Contractsany similar report; (hxv) any products liability action taken by the Seller in the enforcement or other collection of any Sale Portfolio; (xvi) any claim, investigation, litigation suit or proceeding action of any kind arising out of or in connection with goods, insurance or services that are the subject of or secure Environmental Laws including any Contractvicarious liability; (ixvii) the commingling of Interest Collections of Pool Assets and Principal Collections on the Sale Portfolio at any time with other fundsfunds of the Seller; (jxviii) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer security interest in the Sale Portfolio granted hereunder; (xix) any failure by the Purchaser to pay when due give reasonably equivalent value to the Seller in consideration for the transfer by the Seller to the Purchaser of any taxes payable item of the Sale Portfolio or any attempt by itany Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables;Bankruptcy Code; or (nxx) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller or any of its agents or representatives to perform its duties remit to the Purchaser Interest Collections and Principal Collections on the Sale Portfolio remitted to the Seller or obligationsany such agent or representative as provided in this Agreement. (b) Any amounts subject to the indemnification provisions of this Section 9.1 shall be paid by the Seller to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 9.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Seller shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Seller, as Servicer the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) Indemnification under this Section 9.1 shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the receipt of the indemnity provided hereunder, including the effect of such tax or otherwiserefund on the amount of tax measured by net income or profits that is or was payable by the Indemnified Party. (e) If the Seller has made any payments in respect of Indemnified Amounts to an Indemnified Party pursuant to this Section 9. 1 and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Party will promptly repay such amounts collected to the Seller in accordance with an amount equal to the provisions amount it has collected from others in respect of such Indemnified Amounts, without interest. (f) The obligations of the Seller under this Section 9.1 shall survive the termination of this Agreement.

Indemnification by the Seller. Without limiting any other rights which (a) From and after the Trust may have hereunder or under applicable lawClosing, the Seller hereby agrees to EBOF Sellers shall jointly and severally indemnify the Trust and hold harmless PNG, BCGU, LLC, Mxxx X. Xxxx, Esq., and the Securitization AgentCorporations and each of their Affiliates, directors, officers, members, managers, shareholders and employees (agents, contractors, sub-contractors and their respective officersheirs, agentslegal representatives, trustees successors and assigns (collectively, the “Indemnified PNG Parties”), ) from and against any and all damagesdirect or indirect, losses, liabilities, claims, liabilities and related obligations, deficiencies, demands, judgments, damages, interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses, expenses (including reasonable legal fees costs of investigation and disbursementsdefense and attorneys’ and other professionals’ fees), and any costs associated with the appointment of whether or not involving a Replacement Servicerthird party claim (collectively, “Damages”) arising out of, resulting from or in any way related to: (i) a breach by the Seller’s Company or Servicer’s breach the EBOF Sellers of any of its duties their representations and warranties contained herein, or (ii) the failure to perform or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by satisfy, when due, any of the Indemnified Parties covenants and arising out of agreements made by the Company and the EBOF Sellers in this Agreement or as a result in any other document or certificate delivered by the Company or the EBOF Sellers at the Closing pursuant hereto. (b) Notwithstanding the foregoing, the joint and several indemnification obligations of the Seller’s EBOF Sellers under Section 7.1(a)(i) above shall (i) only arise if a claim for Damages shall be made in writing by one or Servicer’s breach or violation more PNG Parties to the Seller prior to the expiration of this Agreement, excludingthe General Survival Period: provided, however, amounts (i) resulting solely from in the failure case of Damages related to a breach of representations and warranties for which, pursuant to Section 6, the survival period for such representation and warranty is longer than the General Survival Period, a claim for Damages may be made at any Obligor time prior to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part expiration of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) applicable representation and warranty, and (ii) only be applicable to Damages incurred by PNG Parties in excess of $100,000 (the “Indemnity Floor”). Notwithstanding anything to the contrary set forth in this Agreement, any Damages with respect to an indemnification claim by a PNG Party for Damages arising from any breach (or alleged breach) of any representation and warranty described in Section 6(a) or (b) of this Agreement shall not be subject to the Indemnity Floor. There shall be no time limitation with respect to the matters contemplated by Section 7.1(a)(ii) above, and such indemnity obligations shall survive indefinitely. Any payment made to any PNG Parties by the Seller pursuant to the indemnification obligations under this Section 7.1 shall indemnify constitute a reduction in value of the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid Share Exchange paid pursuant to this Agreement. Notwithstanding anything to the contrary herein, Seller and its affiliates may not seek and hereby forever waive any rights relating to indemnification or resulting contribution from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure right to assert cross claims against, any of the Corporations or any other PNG Party, for any action or claim or other Damages relating to the Company or Subsidiaries or the related businesses initiated by the Kxxxxx Group, and Releasing Creditors (or its affiliates) or any other third parties, in each case whether such right to indemnification, cross claim or counterclaim or affirmative defense arises under contract law, common law, the rules of equity, state law, federal law, corporate law, or the organizational documents or operating agreement of any of the Company or Subsidiaries, all of which are hereby waived and foregone. Nothing herein shall be deemed a limitation on, or discharge of, the responsibilities or liabilities of EBOF Sellers or other information provided to the Trust or the Securitization Agent subsidiaries of EBOF Sellers with respect to Receivables or this Agreement intercompany trade payables owed to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (Company or any of its officers) under other PNG Party, whether before or in connection with this Agreement to have been true and correct in all respects when made;after the Closing Date. (c) In the failure event that any claim for Damages shall be asserted against any of PNG Parties for which the EBOF Sellers are liable to indemnify against pursuant to this Section 7.1, the EBOF Sellers shall have the sole right to conduct, at their expense, the defense of any and all such claims with counsel of their choosing, and shall have the sole right to effect any financial settlement of any such claims for Damages; provided, however, that if any such settlement would result in any injunction or restrictions on the Business or any other activities of any of PNG Parties, or otherwise require any of PNG Parties to pay any ongoing royalties or other payments to any Person, no such settlement may be effected by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or without the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors prior written consent of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, affected PNG Party or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementParties.

Indemnification by the Seller. Without limiting any Subject to the other rights which provisions of this Section 7 and to the Trust may have hereunder or under applicable lawprovisions of Section 9, the Seller hereby agrees to defend, indemnify and hold harmless the Trust Buyer and the Securitization Agent, and their respective officers, agents, trustees its successors and assigns (individually, a "BUYER INDEMNITEE" and collectively, the “Indemnified Parties”"BUYER INDEMNITEES"), from against and against in respect of: (i) any and all losses, damages, lossesdeficiencies or liabilities caused by, resulting or arising from any failure by the Seller to perform or otherwise fulfill or comply with (A) if this Agreement is terminated, any covenant, undertaking, agreement or obligation required to be performed, fulfilled or complied with by the Seller prior to such termination, or (B) if the Closing occurs, any covenant, undertaking, agreement or obligation hereunder to be performed, fulfilled or otherwise complied with by the Seller after the Closing; provided, however, that that nothing in this clause (i) shall be construed to require the Seller to indemnify any Buyer Indemnitee with respect to (x) any matter constituting a breach of any representation or warranty of the Seller or (z) any matter referred to in Section 5(k); (ii) if the Closing occurs, any Tax liability incurred by the Buyer or either of the Companies (including liability under Treasury Regulation Section 1.1502-6) for (y) Federal Income Taxes in respect of the income, activities, transactions or operations of the Seller, the Companies and the Other Affiliates during Pre-Effective Date Tax Periods and (z) Federal Income Taxes in respect of the income, activities, transactions or operations of the Seller and the Other Affiliates payable in respect of the Pre-Closing Date Tax Period; provided, however, that the Seller's obligations set forth in this paragraph (ii) shall be subject to the limitations set forth in Section 5(t) and shall only apply to such liabilities of the Buyer or the Companies referred to in this paragraph (ii) as are not otherwise paid, reimbursed or indemnified by the Seller or any Other Affiliate(s) pursuant to the terms of the Tax Allocation Agreement; and (iii) any and all actions, suits, proceedings claims, liabilities and related liabilities, demands, assessments, judgments, awards, costs and expenses, including - 62 - 64 reasonable legal attorneys' fees and disbursements(whether or not incurred by a Buyer Indemnitee in connection with any action, and suit, proceeding or claim against the Seller hereunder), incident to any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred or to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or 's indemnification obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementSection 7.

Indemnification by the Seller. Without limiting any (a) Subject to other rights which the Trust may have hereunder or under applicable lawprovisions of this Article 10, the Seller hereby agrees to indemnify the Trust indemnify, defend and the Securitization Agenthold harmless, and their respective officers, agents, trustees and assigns (collectively, agrees to pay on behalf of or reimburse the “Buyer Indemnified Parties”), Parties from and against any and all losses, liabilities, damages, lossesdeficiencies, claimsTaxes, liabilities and related costs costs, interest, awards, judgments, penalties and expenses, including reasonable legal attorneys’ and consultants’ fees and disbursementsexpenses and including any such expenses incurred in connection with investigating, and defending against or settling any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being (collectively referred to as “Indemnified AmountsDamages”) awarded against which a Buyer Indemnified Party suffers, sustains or reasonably incurred by any of incurs after the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to Closing based upon or resulting from: (ai) the failure any breach of any information contained of the representations or warranties made by the Seller in a Portfolio Report this Agreement or a Portfolio in the Company Closing Certificate (excluding any Fundamental Representations, which are addressed in clause (ii) below); (ii) any breach of any of the Fundamental Representations made by the Seller; (iii) any breach of or failure to be true perform, on or prior to the Closing, any covenant or agreement made by the Seller and/or the Company in this Agreement; (iv) any Transaction Expenses or Indebtedness of the Company and/or the Business to the extent not fully discharged at the Closing and correct (including the failure of a Pool Receivable included in that have not been applied to reduce the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculationClosing Payment Amount; (v) any Retained Liabilities; and (vi) any matter set forth on Schedule 10.02(a)(vi), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct;. (b) Buyer shall take and shall cause the failure Company to take commercially reasonable steps to mitigate any Damages as required by Applicable Law upon becoming aware of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filedevent which would reasonably be expected to, or any delay in filingdoes, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving give rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreement.

Indemnification by the Seller. Without limiting Subject to the terms and conditions of this Article XI, including, without limitation, the terms and conditions set forth in Section 11.4 below, from and after the Closing Date, and notwithstanding any investigation at any time made by or on behalf of the Buyer or any other rights Buyer Indemnified Party or any knowledge or information that the Buyer or any other Buyer Indemnified Party may now have or hereafter obtain (excluding all information contained in the Terracon Reports and the Disclosure Schedule, for which the Trust may Buyer and the Buyer Indemnified Parties shall be deemed to have hereunder or under applicable lawknowledge), the Seller hereby agrees to indemnify shall indemnify, defend and hold the Trust and the Securitization AgentBuyer, its Affiliates, and each of their respective directors, officers, employees, agents, trustees successors and permitted assigns (collectively, the “Buyer Indemnified Parties”), harmless from and against any and all losses, Liabilities, damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursementsattorneys’ fees, and any costs associated with deficiencies, interest, penalties, impositions, assessments or fines other than punitive, exemplary, lost profits or special damages unless such punitive, exemplary, lost profits or special damages are payable by a Buyer Indemnified Party to a third party other than the appointment of a Replacement Servicer, resulting from Seller or the Seller’s Buyer or Servicer’s breach of any of its duties their respective Affiliates (collectively, “Losses”), that any Buyer Indemnified Party has suffered, sustained, incurred or obligations hereunder (all of the foregoing being collectively referred become subject to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure breach of any information of the representations and warranties of the Seller contained in a Portfolio Report Article IV or in any other Transaction Document of the Seller or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided Selling Subsidiary delivered to the Trust or the Securitization Agent with respect Buyer at Closing pursuant to Receivables or this Agreement to be true and correctAgreement; (b) the failure breach of any representation covenant, undertaking, agreement or warranty or statement made or deemed made by other obligation of the Seller (or any of its officers) under or set forth in connection with this Agreement to have been true and correct in all respects when made;Agreement; and (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets Excluded Liabilities or the related ContractExcluded Assets; or The events and occurrences set forth in clauses (a)-(c) immediately above are referred to herein collectively as the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid “Seller Indemnifiable Events” and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment individually as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the “Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementIndemnifiable Event.”

Indemnification by the Seller. (a) Without limiting any other rights which the Trust Purchaser, any assignee of the Purchaser or any such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under applicable lawApplicable Law, the Seller hereby agrees to indemnify the Trust and the Securitization Agent, and their respective officers, agents, trustees and assigns (collectively, the “any Indemnified Parties”), Party from and against any and all damagescosts, expenses, losses, damages, claims, liabilities and related costs and expensesliabilities, including reasonable legal attorneys’ fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder disbursements (all of the foregoing foregoing, being collectively referred to as as, “Indemnified Amounts”) ), awarded against or reasonably incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party or any of the Indemnified Parties and them arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, Agreement excluding, however, (a) any such amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivablegross negligence, bad faith or (ii) resulting from gross negligence or wilful willful misconduct on the part of the Trust applicable Indemnified Party or (b) Loan Assets that are uncollectible due to the Securitization AgentObligor’s financial inability to pay. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) aboveforegoing, the Seller shall indemnify the each Indemnified Parties Party for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from:from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above): (ai) any Person’s use, ownership or operation of any Underlying Collateral to the extent that such use, ownership or operation took place prior to the Purchase Date with respect to the related Sale Portfolio; (ii) any action taken by the Seller, other than in accordance with this Agreement, in respect of any portion of the Sale Portfolio, which results in any claim, suit or action of any kind pertaining to the Sale Portfolio or which reduces or impairs the rights of the Purchaser (or any assignee thereof) with respect to any Loan Asset or the value of any such Loan Asset; (iii) any taxes (other than taxes based upon the net or gross income of an Indemnified Party and taxes that would constitute Excluded Amounts) that may at any time be asserted against any Indemnified Party with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, stamp or license taxes and costs and expenses in defending against the same, arising by reason of the acts to be performed by the Seller under this Agreement and imposed against such Indemnified Party. Without limiting the foregoing, in the event that the Purchaser, the Trustee, the Collateral Custodian, the Bank, the Servicer, any Lender or the Agent receives actual notice of any Transfer Taxes arising out of the Sale of any Sale Portfolio from the Seller to the Purchaser under this Agreement, on written demand by such party, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Purchaser, the Trustee, the Collateral Custodian, the Bank, the Servicer, each Lender and the Agent harmless, on an after-tax basis, from and against any and all such Transfer Taxes (it being understood that the Purchaser, the Trustee, the Collateral Custodian, the Bank, the Servicer, each Lender and the Agent shall have no contractual obligation to pay such Transfer Taxes); (iv) the failure by the Seller to pay when due any Taxes due by the Seller for which the Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Sale Portfolio; (v) the negligence, willful misconduct or bad faith of the Seller in the performance of its duties under this Agreement or by reason of reckless disregard of the Seller’s obligations and duties under this Agreement; (vi) any failure of the Seller to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by the Seller or any Affiliate thereof to perform its respective duties under any Sale Portfolio; (vii) the failure of any information contained in a Sale Portfolio Report or a Portfolio Certificate to be true and correct (including the failure comply with all requirements of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable Applicable Law as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correctits Purchase Date; (bviii) the failure of any representation or warranty or statement made or deemed made by the Seller (or any to comply with all requirements of its officers) under or in connection with this Agreement to have been true and correct in all respects when madeSection 6.1 hereof; (cix) the failure by the Seller to comply with any applicable lawterm, rule provision or regulation covenant contained in this Agreement or any agreement executed in connection with respect to this Agreement, any Pool Assets Transaction Document or the related Contract; or the failure of with any Pool Assets or the related Contract to conform to any such applicable law, rule or regulationApplicable Law; (dx) any representation or warranty made or deemed made by the Seller, or any of its officers, under or in connection with this Agreement or any other Transaction Document, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered; (xi) the failure to vest and maintain vested in the Trust a valid and enforceable perfected first ranking Purchaser (as against or, with respect to the Seller and creditors of Original Portfolio, the SellerBorrower) co-an undivided ownership interest in the Pool Receivables Sale Portfolio, together with all Interest Collections and Principal Collections, free and clear of any Lien (other than Permitted Liens) whether existing at the Related Security and Collections with respect theretotime of any Purchase or at any time thereafter; (exii) the failure to have filedfile, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the PPSA UCC of any applicable jurisdiction or other applicable laws Applicable Law with respect to any Pool Receivables and the Related Security and Collections in respect thereofSale Portfolio, whether at the time of the any Purchase or any Increase at any subsequent time; (fxiii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment of with respect to any Pool Receivable Sale Portfolio (including, without limitation, a defense based on such Receivable or the related Contract Sale Portfolio not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (gxiv) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Seller to perform its duties qualify to do business or obligations in accordance with the provisions hereof file any notice or to perform its duties business activity report or obligations under the Contractsany similar report; (hxv) any products liability action taken by the Seller in the enforcement or other collection of any Sale Portfolio; (xvi) any claim, investigation, litigation suit or proceeding action of any kind arising out of or in connection with goods, insurance or services that are the subject of or secure Environmental Laws including any Contractvicarious liability; (ixvii) the commingling of Interest Collections of Pool Assets and Principal Collections on the Sale Portfolio at any time with other fundsfunds of the Seller; (jxviii) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer security interest in the Sale Portfolio granted hereunder; (xix) any failure by the Purchaser to pay when due give reasonably equivalent value to the Seller in consideration for the transfer by the Seller to the Purchaser of any taxes payable item of the Sale Portfolio or any attempt by itany Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables;Bankruptcy Code; or (nxx) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller or any of its agents or representatives to perform its duties remit to the Purchaser Interest Collections and Principal Collections on the Sale Portfolio remitted to the Seller or obligationsany such agent or representative as provided in this Agreement. (b) Any amounts subject to the indemnification provisions of this Section 9.1 shall be paid by the Seller to the Indemnified Party within five Business Days following such Person’s demand therefor. (c) If for any reason the indemnification provided above in this Section 9.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Seller shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Seller, as Servicer the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) Indemnification under this Section 9.1 shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the receipt of the indemnity provided hereunder, including the effect of such tax or otherwiserefund on the amount of tax measured by net income or profits that is or was payable by the Indemnified Party. (e) If the Seller has made any payments in respect of Indemnified Amounts to an Indemnified Party pursuant to this Section 9. 1 and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Party will promptly repay such amounts collected to the Seller in accordance with an amount equal to the provisions amount it has collected from others in respect of such Indemnified Amounts, without interest. (f) The obligations of the Seller under this Section 9.1 shall survive the termination of this Agreement.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the The Seller hereby agrees to indemnify and hold each of the Trust Purchaser and the Securitization Agent, its Affiliates and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damagesof their respective partners, lossesdirectors, claimsmanagers, liabilities members, officers, employees, agents and related costs controlling persons (each, a “Purchaser Indemnified Party”) harmless from and expenses, including reasonable legal fees and disbursementsagainst, and will pay to each Purchaser Indemnified Party the amount of, any costs associated with the appointment and all Losses awarded against or incurred or suffered by such Purchaser Indemnified Party arising out of a Replacement Servicer, resulting from the Seller’s or Servicer’s (a) any breach of any of its duties representation, warranty or obligations hereunder (all of certification made by the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by Seller in any of the Indemnified Parties and arising out Transaction Documents or certificates given by the Seller to the Purchaser in writing pursuant to this Agreement or any other Transaction Document, (b) any breach of or as a result of default under any covenant or agreement by the Seller’s Seller to the Purchaser pursuant to any Transaction Document, (c) any Excluded Liabilities and Obligations and (d) any fees, expenses, costs, liabilities or Servicer’s breach other amounts incurred or violation of owed by the Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Agreement, excluding; provided, however, amounts that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) resulting solely that results from the failure bad faith or willful misconduct of any Obligor to pay an amount owing under a Pool Receivablesuch Purchaser Indemnified Party, or (ii) to the extent resulting from gross negligence acts or wilful misconduct on the part omissions of the Trust or Seller based upon the Securitization Agentwritten instructions from any Purchaser Indemnified Party. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with With respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made indemnification by the Seller pursuant to this Section 9.1, (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (cA) the failure Seller’s maximum liability shall not exceed an amount equal to (1) one hundred and ninety five percent (195%) of the Purchase Amount, minus (2) the aggregate amount collected or received by the Seller to comply with Purchaser (and any applicable law, rule direct or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors indirect transferee of the Seller) co-ownership Purchaser to whom any interest in the Pool Purchased Receivables and the Related Security and Collections with respect thereto; (eis transferred) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free Purchased Receivables, minus (3) the aggregate amount collected or received by the Purchaser (and clear any direct or indirect transferee of the Purchaser to whom any interest in the Purchased Receivables is transferred) pursuant to the exercise of its rights under this Section 9.1 (without duplication of any Security Interest created by or through amounts received pursuant to clause (2)); provided, however, that such limitations on recovery shall not be applicable if the Seller, whether existing at the time ’s indemnification obligations results from or arises out of the consummation fraud, willful misconduct or gross negligence of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementSeller.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the The Seller hereby agrees to indemnify and -------------------------------- hold harmless the Trust Purchaser against and the Securitization Agentin respect to all damages (as hereinafter defined) in excess of $250. Damages, as used herein shall include any claim, salary, wage, action, tax, demand, loss, cost, expense, liability (joint or several), penalty, and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by itdamage, including, without limitation, counsel fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same or in opposition to the franchise taxes and salesimposition thereof, excise or personal property taxes payable in connection with enforcing this indemnity, resulting to the Receivables; (n) Purchaser from any inaccurate representation made by or on behalf of the failure Seller in or pursuant to this Agreement, breach of any of the warranties made by or on behalf of the Seller in or pursuant to this Agreement, or breach or default in the performance by the Seller of any of the obligations to be performed by it hereunder. Notwithstanding the scope of the representations and warranties of the Seller herein, or of any individual representation or warranty, or any disclosure to the Purchaser herein or pursuant hereto, or the Servicer definition of damages contained in the preceding sentence, or the Purchaser's knowledge of any fact or facts at or prior to be duly qualified to do businessthe date hereof, to be in good standing damages shall also include: all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to have filed appropriate registration documents in any jurisdiction; (obecome due) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time as of the consummation date hereof not reflected in any exhibit furnished hereunder, whether known or unknown by the Seller; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation from causes of action arising prior to the date hereof involving the Seller or any shareholders thereof, whether or not disclosed to the Purchaser; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from the Seller's failure to own or possess, and have good title to all of the transactions contemplated hereby Acquired Assets to be acquired by the Purchaser hereunder; all claims, actions, demands, losses, costs, expenses, liabilities or at any time thereafter, other than Security Interests created by or arising through penalties resulting from the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller in any respect to perform its duties any obligation required by them to be performed at or obligationsprior to the date hereof or at or prior to the date hereof, or by reason of any default of the Seller at the date hereof or at the date hereof, under any of the contracts, agreements, leases, documents, or other commitments to which they, or either of them, are a party or otherwise bound or affected; and all losses, costs, and expenses (including without limitation all fees and disbursements of counsel) relating to damages. The Seller shall reimburse and/or pay on behalf of the Purchaser on demand for any payment made or required to be made by the Purchaser at any time after the date hereof based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect to the damages to which the foregoing indemnity relates. The Purchaser shall give the Seller written notice within 30 days after notification of any litigation threatened or instituted against the Purchaser which might constitute the basis of a claim for indemnity by the Purchaser against the Seller. The Seller shall reimburse and/or pay the Purchaser on demand the balance of any amount of such indemnity to which the Purchaser is entitled hereunder. Notwithstanding anything contained in this Agreement to the contrary, the right to indemnification described in this paragraph shall expire five years after the date hereof, except in the case of the proven fraud by the Seller, as Servicer or otherwisedetermined by a court of competent jurisdiction in connection with any such claim for indemnification, in accordance with which event such right to indemnification shall expire four years after the provisions discovery of this Agreementsuch fraud.

Indemnification by the Seller. Without limiting any other rights which (a) Subject to the Trust may have hereunder or under applicable lawterms and conditions of this ARTICLE VIII, from and after the Closing, the Seller hereby agrees to indemnify and hold harmless the Trust and the Securitization AgentBuyer, and their respective its directors, officers, agentsrepresentatives, trustees employees, Affiliates and assigns Subsidiaries (each, a “Buyer Indemnified Party”) from, against and in respect of any and all Losses incurred by any Buyer Indemnified Party resulting from, or that exist or arise due to, any of the following (collectively, the “Indemnified PartiesBuyer Claims”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts ): (i) resulting solely from the failure of any Obligor prior to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions its expiration in clauses (i) and (ii) aboveaccordance with Section 8.1, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure breach of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under in this Agreement or in connection with this Agreement to have any Ancillary Document (provided, that for purposes of determining whether there has been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables breach and the Related Security amount of Losses that are the subject matter of a claim for indemnification or reimbursement hereunder, each such representation or warranty shall be read without regard and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor without giving effect to the payment of any Pool Receivable (including, without limitation, a defense based on term “material” or “Material Adverse Effect” or similar phrases contained in such Receivable representation or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliateswarranty); (gii) any failure of the Seller prior to perform its duties or obligations expiration in accordance with Section 8.1, the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure breach by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear Parent of any Security Interest created by covenant or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby agreement under this Agreement or at any time thereafter, other than Security Interests created by or arising through the Trust; Ancillary Document (p) subject to any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehiclesexpress limitations therein); and (qiii) any material failure the Excluded Liabilities. (b) Notwithstanding anything contained herein to the contrary, the obligations of the Seller pursuant to perform its duties Section 8.2(a)(i) shall: (i) not apply to any Buyer Claims until, and then only to the extent that, the Losses incurred by all Buyer Indemnified Parties exceeds $300,000; (ii) be limited to, and shall not exceed, the aggregate amount of $3,750,000; and/or (iii) not apply to any individual Buyer Claim or obligations, as Servicer series of related Buyer Claims with respect to which the Losses incurred by the Buyer Indemnified Party are less than $25,000; provided that the limitations set forth in this Section 8.2(b) shall not apply (i) to breaches of the Fundamental Representations or otherwise, (ii) in accordance with the provisions case of this Agreementfraud by the Seller.

Indemnification by the Seller. Without limiting any other rights which From and after the Trust may have hereunder or under applicable lawClosing Date, the Seller hereby agrees to shall indemnify and hold harmless Buyer, the Trust and the Securitization AgentCompany, and each of their respective directors, officers, agents, trustees stockholders and assigns (collectively, the “Indemnified Parties”), from and Affiliates against any and all damages, losses, claimsliabilities, liabilities and related costs and or expenses, including reasonable legal fees and disbursementsother expenses reasonably incurred in investigating and defending against the same (collectively, and any costs associated with the appointment of a Replacement Servicer, "Damages") incurred or sustained by such person resulting from (i) the Seller’s or Servicer’s breach of any of its duties representation or obligations hereunder (all warranty of the foregoing being collectively referred to as “Indemnified Amounts”Seller or the Company contained in this Agreement, or in any agreement, document or instrument delivered in connection with the transactions contemplated by this Agreement (a "Related Agreement"), (ii) awarded against any breach of any agreement or reasonably incurred by any covenant of the Indemnified Parties Seller or the Company (in the case of any agreement or covenant to be performed by the Company prior to or at the Effective Time) contained in this Agreement or in any Related Agreement and (iii) any claim relating to or arising out of or as a result (A) the acquisition of the Shares by the Seller’s , including, but not limited to, any appraisal or Servicer’s breach or violation other action brought by the former stockholders of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool ReceivableCompany, or (iiB) resulting from gross negligence any action, suit or wilful misconduct on the part of the Trust or the Securitization Agentproceeding identified in Schedule 3.6 hereto. Without limiting the generality of the foregoing but subject The Buyer's rights to the restrictions in clauses (i) and (ii) above, the Seller indemnification under this Section shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred be limited as aforesaid relating to or resulting fromfollows: (a) the failure The amount of any information contained in a Portfolio Report or a Portfolio Certificate to Damages incurred by the Buyer shall be true and correct (including reduced by the failure of a Pool Receivable included in net amount the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), Buyer or the failure Company recovers (after deducting all attorneys' fees, expenses and other costs of recovery) from any insurer or other information provided party liable for the Damages, and the Buyer shall use reasonable efforts to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct;effect any such recovery. (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement The Buyer shall not be entitled to have been true indemnification unless and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or extent the related Contract not being a legal, valid and binding obligation aggregate amount of such Obligor enforceable against it Damages (reduced as provided in accordance with its terms)paragraph (a) above) exceeds $1,000,000; provided, that for all Damages incurred or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest sustained in respect of the Trust’s Co-Ownership Interest free and clear matters referred to in subparagraph (iii) of any Security Interest created by or through the Sellerfirst paragraph of Section 8.2, the Buyer shall be entitled to full indemnification from the first dollar of damages, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with not the provisions of this AgreementSection 8.2(b) have been satisfied.

Indemnification by the Seller. Without limiting any other rights which Subject to the Trust may have hereunder or under applicable lawconditions of Article IX, Section 9 (9.2, above), the Seller hereby agrees to Members, except for Jim Taylor, shall indemnify and hold the Trust Purchaser and the Securitization Agent, and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against its successoxx xxx xxxigns harmless in respect of any and all damagesclaims, losses, claimsdamages, liabilities and related costs and expenses, including reasonable legal fees and disbursementsliabilities, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable expenses (including, without limitation, a defense based on such Receivable or the related Contract not being a settlement costs and legal, valid accounting, and binding obligation other expenses in connection therewith) (collectively, the "Damages") incurred by the Purchaser and its successors and assigns in connection with each and all of such Obligor enforceable against it in accordance with its terms)the following. (a) Any claim by any person or other entity for any broker's or finder's fee or similar fee charged for commission that arises from any action, statement, or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed commitment made by the Seller or its agents or Affiliates. (b) Any breach or other failure to perform any covenant, agreement, or obligation of its Affiliates acting as Servicer the Seller contained in this Agreement, any other Acquisition Document or by any agent other instrument, including all certificates, contemplated hereby or independent contractor retained thereby. (c) Any breach of any representation or warranty by the Seller contained in this Agreement, any other Acquisition Document or any of its Affiliates);other instrument, including all certificates, contemplated hereby or thereby. (gd) The Company's failure to pay any failure income taxes it is required to pay prior to Closing. (e) To the extent not otherwise indemnified under that certain Indemnity Agreement in favor of Company and Members by Piedmont Aviation Services, Inc. and Piedmont Hawthorne Aviation, Inc. dated November 18, 2002, which is attached hereto marked Exhibit "A" and made a part hereof ('Hawthorne Indemnity"), Members (excluding Jim Taylor), shall additionally indemnity Purchaser and Company in xxx xxxx xanner and upon the same terms of the Seller Hawthorne Indemnity, (which for purposes of this indemnity, the Members excluding Jim Taylor being identified as "Indemnitor" and the Company and Purxxxxxx xx well as their members, managers, officers, directors, shareholders, employees, representative and attorneys being identified as Indemnitees as those terms are defined in the Hawthorne Indemnity.) for Any Damages arising between the dates of November 18, 2002 and the Closing Date which are caused by the Company's failure to perform its duties or obligations in accordance comply with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out Requirements of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding Law related to this Agreement Hazardous Substances or any release, spill or discharge by the use of proceeds of Purchases or in respect Company of any Pool ReceivableHazardous Substances onto any property owned, Related Security leased or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure operated by the Seller or the Servicer to pay when due any taxes payable by it, Company (including, without limitation, the franchise taxes and salescosts of response, excise or personal removal, remediation, investigation, corrective action, property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do businessdamage, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, deatheconomic loss, property damage to natural resources, health assessments and health studies, settlement, interest accruing on recoverable amounts, penalties, and attorneys' fees) accruing to the Purchaser or product liability which may arise the Company, including (i) remedial work, monitoring, removal or other costs and expenses associated with environmental matters with respect to any Hazardous Substances required by reason ofany environmental Requirements of Law, result from or be caused by(ii) injury, disease, or relate to death of any person (including any employee, former employee, agent, or representative of any subcontractor of the useCompany) arising out of any environmental matters, operation, maintenance or ownership of, the Financed Vehicles; and (qiii) any material failure damage to any property, (hereinafter all of the Seller above damages referenced as "Remediation Damages') The standard in determination of contamination levels applicable during the Members operation of the Company upon which claims for contamination may be made by the Indemnitees shall be the difference in contaminate levels disclosed: (i) by the Environmental Site Aassessment results determining maximum soil contaminant concentrations listed on Exhibits A and B of the Hawthorne. Indemnity and results determining maximum soil contaminant concentrations listed in the Environmental Site Assessments determining maximum soil contaminant concentrations prepared for the Purchaser prior to perform its duties or obligationsClosing which is attached hereto as Exhibit "B" and made a part hereof.. Members liability for claims made under this Section shall not exceed the Remediation Damages as are ordered by any governmental; authority having competent jurisdiction, as Servicer or otherwise, in accordance with the provisions of this Agreementover environmental matters.

Indemnification by the Seller. (a) Without limiting any other rights which that the Trust Agent, the Investor Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Seller Indemnified Party”) may have hereunder or under applicable lawApplicable Law, the Seller hereby agrees to indemnify the Trust and the Securitization Agent, and their respective officers, agents, trustees and assigns (collectively, the “each Seller Indemnified Parties”), Party from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses, (including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder Attorney Costs) (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result resulting from this Agreement or any other Transaction Document or the use of proceeds of the Seller’s Investments or Servicer’s breach the security interest in respect of any Pool Receivable or violation of this Agreement, any other Support Assets; excluding, however, amounts (ia) resulting Seller Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Seller Indemnified Amounts resulted solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful willful misconduct on the part of the Trust or the Securitization Agentby such Seller Indemnified Party seeking indemnification and (b) Taxes (other than Taxes specifically enumerated below and Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim). Without limiting or being limited by the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) aboveforegoing, the Seller shall pay on demand (it being understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority set forth in Section 3.01), to the Seller Indemnified Party any and all amounts necessary to indemnify the Seller Indemnified Parties for Party from and against any and all Seller Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: from any of the following (but excluding Seller Indemnified Amounts and Taxes described in clauses (a) the failure of and (b) above): (i) any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in which the calculation of Net Receivables Pool Balance to be Seller or the Servicer includes as an Eligible Receivable as part of the date of Net Eligible Receivables Balance but which is not an Eligible Receivable at such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correcttime; (bii) the failure of any representation or representation, warranty or statement made or deemed made by the Seller (or any of its respective officers) under or in connection with this Agreement or any of the other Transaction Documents (including in any report or certificate required to be delivered under any Transaction Document) shall have been true and correct in all respects untrue or incorrect when made or deemed made; (ciii) the failure by the Seller to comply with any applicable law, rule or regulation Applicable Law with respect to any Pool Assets Receivable or the related Contract; or the failure of any Pool Assets Receivable or the related Contract to conform to any such applicable law, rule or regulationApplicable Law; (div) the failure to vest in the Trust Agent a valid and enforceable first priority perfected first ranking (as against the Seller and creditors security interest in all or any portion of the Seller) co-ownership interest Support Assets, in the Pool Receivables each case free and the Related Security and Collections with respect theretoclear of any Adverse Claim; (ev) the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the PPSA UCC of any applicable jurisdiction or other applicable laws Applicable Laws with respect to any Pool Receivables Receivable and the Related Security other Support Assets and Collections in respect thereof, whether at the time of the Purchase any Investment or any Increase at any subsequent time; (fvi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligorbankruptcy) of the an Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Pool Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness (if such collection activities were performed by except, in each case, to the Seller or any extent that the amount thereof is then being included in the calculation of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its AffiliatesMaterial Supplier Contra Amount); (gvii) any Taxes imposed upon the Seller Indemnified Party relating to or with respect to any Pool Receivable or other Support Assets, and all costs and expenses relating thereto or arising therefrom; (viii) any failure of the Seller to perform its duties or obligations in accordance timely and fully comply with the provisions hereof or Credit and Collection Policy in regard to perform its duties or obligations under the Contractseach Pool Receivable; (hix) any products liability liability, environmental or other claim, investigation, litigation or proceeding claim arising out of or in connection with goodsany Pool Receivable or other merchandise, insurance goods or services that which are the subject of or secure related to any ContractPool Receivable; (ix) the commingling of Collections of Pool Assets Receivables at any time with other funds; (jxi) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use of proceeds of Purchases any Investments or in respect of any Pool Receivable, Related Security Receivable or other Support Assets or any related Contract; (kxii) any failure of the Seller to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (xiii) any setoff by an Obligor with respect to any Pool Receivable; (xiv) any claim brought by any Person other than the Seller Indemnified Party arising from any activity by the Seller or any Affiliate of the Seller in servicing, administering or collecting any Pool Receivable; (xv) the failure by the Seller to pay when due any Taxes with respect to any Pool Receivable or other Support Assets, including, without limitation, sales, excise or personal property taxes (without duplication of any Taxes governed under Section 4.03); (xvi) any failure of a Lock-Box Account Bank or the Collection Account Bank to comply with the terms of the applicable Account Control Agreement, the termination by a Lock-Box Account Bank or the Collection Account Bank of any Account Control Agreement or any amounts (including in respect of an indemnity) payable by the Agent to a Lock-Box Account Bank or the Collection Account Bank under any Account Control Agreement; (xvii) the designation of any Lock-Box as an “Analysis Account” (as defined in the applicable Account Control Agreement) and any debit from or other charge against any Lock-Box Account as a result of any “Fees and Charges” (as defined in the applicable Lock-Box Account Agreement) related to any account held in the name of Audacy Parties other than the Seller; (xviii) any action taken by the Agent as attorney-in-fact for the Seller, the Transferor, any Originator or the Servicer pursuant to this Agreement or any other Transaction Document; (xix) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; (xx) the failure or delay of Collections of Pool Receivables remitted to any Lock-Box Account being deposited directly into the Collection Account; (xxi) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, the Seller Indemnified Party in connection with the Transaction Documents as a result of any action of any Audacy Party or any of their respective Affiliates; (xxii) the use of proceeds of any Investment; or (xxiii) any reduction in the Investment Capital as a result of the payment of allocations distribution of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that if all or a portion of such payments distributions shall thereafter be rescinded or otherwise must be returned for any reason;. (lb) any tax or governmental fee or charge Notwithstanding anything to the contrary in this Agreement, solely for purposes of the Seller’s indemnification obligations in clauses (other than any tax upon or measured by net income or gross receiptsii), all interest (iii), (viii) and penalties thereon (xii) of this Article XII, any representation, warranty or with respect thereto, and all reasonable outcovenant qualified by the occurrence or non-of-pocket costs and expenses, including the reasonable fees and expenses occurrence of counsel in defending against the same, which may arise by reason a Material Adverse Effect or similar concepts of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract;materiality shall be deemed to be not so qualified. (mc) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes The reimbursement and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure indemnity obligations of the Seller under this Section shall be in addition to perform its duties or obligationsany liability which the Seller may otherwise have, as Servicer or otherwiseshall extend upon the same terms and conditions to each Seller Indemnified Party, in accordance with and shall be binding upon and inure to the provisions benefit of any successors, assigns, heirs and personal representatives of the Seller and the Seller Indemnified Parties. (d) Any indemnification under this Section shall survive the termination of this Agreement.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law(a) Subject to Section 9.2(b), the Seller hereby agrees to indemnify the Trust Buyer and the Securitization Agent, its Affiliates and their respective officers, agentsdirectors, trustees employees, successors and assigns (collectively, the “Buyer Indemnified Parties”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements) against, and agrees to hold them harmless from, any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s Loss arising or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract;following: (i) any breach of, or inaccuracy in, any of the commingling Seller's representations or warranties in this Agreement or any of Collections of Pool Assets at any time with other fundsthe Seller Transaction Documents; (jii) any investigationbreach or noncompliance by the Seller of or with any covenants or agreements contained in this Agreement, litigation whether required to be performed on, prior to, or proceeding related to this Agreement or after the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or ContractClosing; (kiii) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) Excluded Asset or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reasonExcluded Intellectual Property; (liv) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or ContractRetained Liability; (mv) the failure ownership and operation of the Purchased Assets on or prior to the Closing Date; (vi) any Product shipped by the Seller on or prior to the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the ReceivablesClosing Date; (nvii) the failure any Product sold by the Seller or outside of the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction;Territory. (ob) The Seller shall not be liable for indemnification under Section 9.2(a)(i) until the failure aggregate dollar amount of all Losses exceeds Fifty Thousand Dollars ($50,000.00) (the “Basket”), at which point the Seller shall be liable for the full amount of such Losses from the first dollar. In no event shall the Seller be liable for indemnification under Section 9.2(a)(i) for Losses exceeding Three Hundred Ten Thousand Dollars ($310,000.00) (the “Cap”). Notwithstanding the foregoing, neither the Basket nor the Cap shall apply to vest and maintain vested any breach of, or inaccuracy in, any Fundamental Seller Representation or any fraud or willful or intentional misrepresentation by the Seller. (c) The Seller shall not be liable for indemnification under Section 9.2(a)(i) relating to an individual claim (or a series of related claims) resulting in damages in the Trust amount of Five Thousand Dollars ($5,000.00) or less (a perfected ownership interest in respect “De Minimis Claim”), regardless of whether or not aggregate damages have exceeded the Trust’s Co-Ownership Interest free and clear Basket; nor shall the amount of any Security Interest created by or through such De Minimis Claims be taken into account in determining whether the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementBasket has been reached.

Indemnification by the Seller. Without limiting any other rights which Subject to the Trust may have hereunder or under applicable lawlimitations set forth in this Section 6, the Seller hereby agrees to shall indemnify the Trust Purchaser and the Securitization Agentits Affiliates and each of their trustees, directors, officers, employees and agents and their respective officerssuccessors, agents, trustees heirs and assigns (collectively, the “Indemnified PartiesPurchaser Indemnitees”) against (a) any Damages incurred by or imposed upon the Purchaser Indemnitees or any one of them arising or resulting from any Claim brought by [ * ] or any of its licensees against one or more Purchaser Indemnitees with respect to any infringement or alleged infringement of [ * ], in each case only with respect to [ * ] having occurred prior to the Effective Date (such Claim, the “[ * ] Claim”), from and against provided that the Seller shall not have any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with obligation pursuant to this Section 6.1(a) to indemnify the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts Purchaser Indemnitees (i) resulting solely from in the failure event that such [ * ] Claim is first brought or made after any Purchaser Indemnitee brings a Claim challenging the validity, enforceability, scope or infringement of any Obligor to pay an amount owing under a Pool Receivable[ * ], or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables Damages resulting from any Claim or this Agreement to be true and correct; (b) the failure of portion thereof that is not a [ * ] Claim, including any representation or warranty or statement made or deemed made Claim brought by the Seller ([ * ] or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation licensees with respect to any Pool Assets infringement or the related Contract; or the failure alleged infringement of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract [ * ] that is not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), [ * ] or any other claim cause of action that does not concern [ * ]; and (b) any Damages that the Purchaser Indemnitees or any one of them incurs resulting or arising from or otherwise relating to (i) any Excluded Liabilities, including any liabilities arising from the transaction giving rise to such Receivable use, license, sale or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or exploitation of any of its Affiliates acting the Purchased Assets prior to the Effective Date, except that this Section 6.1(b)(i) shall not be construed as Servicer or by any agent or independent contractor retained by limiting the Seller or any of its Affiliates); Purchaser’s indemnification obligations under the Contract Research Agreement, (gii) any failure breach of the representations and warranties of the Seller to perform its duties set forth in Section 5.1 or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (hiii) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect breach of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure covenants of the Seller to perform its duties or obligations, as Servicer or otherwise, set forth in accordance with the provisions of this Agreement.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable lawNOTWITHSTANDING ANY TO THE CONTRARY ANYWHERE IN THIS AGREEMENT OR IN AN ANCILLARY AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 9, THE SELLER SHALL HAVE NO LIABILITY TO THE BUYER FOR ANY INDEMNIFICATION OBLIGATION. Subject to this limitation and as expressly set forth in Section 9.6, the Seller hereby agrees to will indemnify and hold harmless the Trust Buyer and the Securitization Agent, its Affiliates and their respective directors, officers, equity owners, employees, agents, trustees consultants and assigns other advisors and representatives (collectively, the “Buyer Indemnified Parties”), ) from and against against, and will pay to the Buyer Indemnified Parties the monetary value of, any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with Losses incurred or suffered by the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Buyer Indemnified Parties and directly or indirectly arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreementof, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting fromfrom any of the following: (a) the failure any inaccuracy in or breach of any information representation or warranty of the Seller contained in this Agreement, the Disclosure Schedule, any Ancillary Agreement to which it is a Portfolio Report party or a Portfolio Certificate in any certificate delivered by the Seller pursuant to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and corrector any Ancillary Agreement; (b) any nonfulfillment, nonperformance or other breach of any covenant or agreement of the Seller contained in this Agreement, the Disclosure Schedule, any Ancillary Agreement or in any certificate delivered by the Seller pursuant to this Agreement or any Ancillary Agreement; (c) any claims (other than claims identified on Section 3.13(a) of the Debtors Disclosure Schedule) that any of the Intellectual Property owned, used, practiced or otherwise commercially exploited by the Seller in connection with the Business as presently and currently proposed to be conducted constitutes an unauthorized use or misappropriation of any patent, copyright, trade secret or other similar right of any Person or violates any other right of any Person (including pursuant to any non-disclosure agreements or obligations to which the Seller or any of its present or former employees is a party); (d) any Excluded Liability and any other Liability (whether or not disclosed in the Disclosure Schedule or otherwise disclosed to or known by the Buyer or any of its directors, officers, employees, agents, advisors or representatives), whether arising before or after the Closing, arising from or relating to the ownership or operation of the Business or the Purchased Assets before the Closing that is not an Assumed Liability; (e) any inaccuracy in or breach of any certification, representation or warranty of Debtor set forth in the Officer Certificate; (f) any liability or loss arising from the termination of this Agreement by either party (other than through the failure of Buyer to comply fully with its obligations under this Agreement); and (g) any Proceedings, demands or assessments incidental to any of the matters set forth in clauses (a) through (e) above. For purposes of this Section 9.1, any inaccuracy in, or breach of any representation or warranty or statement made other statement, or deemed made by the Seller (nonfulfillment, nonperformance or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure other breach of any Pool Assets covenant or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure agreement by the Seller or the Servicer to pay when due any taxes payable by itDebtor, including, without limitation, and the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear amount of any Security Interest created by Losses associated therewith, will be determined without regard for any materiality, “Material Adverse Effect” or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreementsimilar qualification.

Indemnification by the Seller. Without limiting any other rights which To the Trust may have hereunder or under applicable extent permitted by law, the Seller hereby agrees will indemnify and hold harmless the Company, its successors and assigns, its officers and directors, any underwriter (as defined in the 0000 Xxx) with respect to indemnify the Trust and the Securitization AgentRegistrable Shares, and their respective officerseach person, agentsif any, trustees and assigns (collectivelywho controls the Company or any such underwriter within the meaning of the 1933 Act or the 1934 Act, the “Indemnified Parties”), from and against any and all damages, losses, claims, damages, liabilities and related costs and expensesor actions (joint or several) to which they may become subject under the 1933 Act, including reasonable legal fees and disbursementsthe 1934 Act or other federal or state law, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts based upon (i) resulting solely from any untrue statement or alleged untrue statement of a material fact contained in the failure Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arising out of any Obligor or based upon the omission or alleged omission to pay an amount owing under state therein a Pool Receivablematerial fact required to be stated therein or necessary to make the statements therein, in the context in which made, not misleading; provided that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished by the Seller for use in such registration by the Seller, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller at or prior to perform its duties the written confirmation of the sale of Registrable Shares to send or obligations in accordance with arrange delivery of a copy of an amended preliminary prospectus or the provisions hereof final prospectus (or the final prospectus as amended or supplemented) to perform its duties or obligations under the Contracts; (h) person asserting any products such loss, claim, damage, liability or action who purchased the Registrable Shares which is the subject thereof and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such preliminary prospectus was corrected in the amended preliminary prospectus or the final prospectus (or the final prospectus as amended and supplemented). The Seller will reimburse the Company and each such officer or director or controlling person for any legal or other claim, investigation, litigation or proceeding arising out of or expenses reasonably incurred by them in connection with goodsinvestigating or defending any such loss, insurance claim, damage, liability, or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or action. Such indemnity shall remain in respect full force and effect regardless of any Pool Receivable, Related Security investigation made by or Contract; (k) any reduction in the Investment as a result on behalf of the payment of allocations of Collections pursuant to Sections 2.6(c)Company or any such officer, 2.6(e) director, underwriter or 2.10(e), in controlling person and shall survive the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason transfer of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure Registrable Shares by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreement.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law(a) Subject to Section 11.01 hereof, the Seller hereby agrees to indemnify shall indemnify, defend and hold harmless the Trust and the Securitization AgentPurchaser, its Affiliates and their respective officersemployees, agents, trustees officers and assigns directors (collectively, the “"PURCHASER INDEMNIFIED PARTIES") against, and reimburse any Purchaser Indemnified Parties”)Party for, from and against any and all damagesLosses that such Purchaser Indemnified Party may at any time suffer or incur, lossesor become subject to, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts in connection with: (i) resulting solely from the failure inaccuracy of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) representations and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed warranties made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made;Agreement; or (cii) the any failure by the Seller to comply perform any of its covenants or agreements under this Agreement. In all cases, the amount of indemnifiable Losses pursuant to this Section 10.02(a) shall be determined as if the term "Material Adverse Effect" were not included in the representation, warranty, covenant or agreement that forms the basis of any such claim for indemnification. (b) Notwithstanding any other provision to the contrary, the Seller shall not be required to indemnify, defend or hold harmless any Purchaser Indemnified Party against or reimburse any Purchaser Indemnified Party for any Losses pursuant to Section 10.02(a)(i) or Section 10.02(a)(ii) in connection with any applicable lawfailure by the Seller to perform any of its covenants or agreements under Section 5.01 and Section 5.02(a), rule (i) if such claim or regulation demand otherwise was raised (whether or not accepted) in connection with the Purchase Price adjustment procedures set forth in Section 2.06, (ii) with respect to any Pool Assets claim, unless such claim involves Losses in excess of $25,000 (nor shall such item be applied to or considered for purposes of calculating the related Contract; or aggregate amount of the failure of any Pool Assets or Purchaser Indemnified Parties' Losses), (iii) unless the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against Purchaser has notified the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it writing in accordance with its terms), Section 10.03(a) of a pending or any other threatened claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable matters within the applicable survival period set forth in Section 11.01, and (if such collection activities were performed by iv) until the aggregate amount of the Purchaser Indemnified Parties' Losses exceeds $20 million, after which the Seller or any shall be obligated for all Losses of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any Purchaser Indemnified Parties in excess of its Affiliates); (g) any failure such amount; PROVIDED, HOWEVER, that the cumulative indemnification obligation of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or Article X in respect of any Pool Receivable, Related Security or Contract; (kSection 10.02(a) any reduction shall in no event exceed the Investment as a result of Purchase Price. Notwithstanding the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitationforegoing, the franchise taxes limits on indemnification contained in this Section 10.02(b) shall not apply to any Losses arising from a misrepresentation or breach of warranty by Seller contained in Sections 3.01, 3.02, 3.03 and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreement3.17.

Indemnification by the Seller. Without limiting The Purchaser and its Affiliates from time to time (including, following the Closing, the Xxxxxx Entities, any other rights which Purchaser Reorganization Transferee and any Designated Purchaser) and their respective, officers, directors, employees, agents, successors and assigns (each a “Purchaser Indemnified Party”) shall from and after Closing be indemnified and held harmless by the Trust may have hereunder or under applicable law, Seller for and against (and the Seller hereby agrees to indemnify the Trust and the Securitization Agenthold each Purchaser Indemnified Party harmless in respect of) all losses, and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, interest, awards, judgments and penalties (including any expense of enforcement of obligations, and all reasonable legal attorneys’ and consultants’ fees and disbursements, expenses and any costs associated other fees and expenses reasonably incurred in connection with the appointment of investigation, defense or settlement thereof) actually suffered or incurred by, or imposed on, them (hereinafter a Replacement Servicer“Loss”), resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: : (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure breach of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under contained in this Agreement or in connection with any certificate delivered pursuant hereto; (b) any breach of any covenant or agreement of the Seller contained in this Agreement to have been true and correct in all respects when made; Agreement; (c) any Pre-Closing Environmental Liability, (d) any Non-Business Liability including, for the failure by avoidance of doubt, the Seller to comply with “Friction Division Asbestos Cases,” and “Weeks Island, Louisiana Asbestos Cases,” and “Paterson Plant Bladder Cancer” cases described in items (4), (5) and (6), respectively, in Section 3.09(a) of the Disclosure Schedule or (e) any applicable lawLiability included in the balance sheet included as part of the 2008 Company Financial Statements that was not included in the Reference Balance Sheet, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed), or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (includingextent, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating only to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; extent (i) such Liability was not cancelled, terminated, repaid, capitalized or otherwise satisfied prior to Closing, (ii) such Liability was not included as an item of Current Liabilities or Company Indebtedness on the commingling of Collections of Pool Assets at any time with other funds; Final Closing Statement, (jiii) any investigation, litigation or proceeding related the Purchaser is not otherwise entitled to indemnification pursuant to this Agreement or (iv) the use of proceeds of Purchases Seller is not otherwise required to pay for or discharge such Liability pursuant to any covenant in respect of this Agreement. Nothing contained in any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections Disclosure Schedules shall qualify, limit or exclude the obligations pursuant to Sections 2.6(c9.02(b), 2.6(e) or 2.10(e(c), (d) and (e) except, with respect to Section 9.02(b), to the extent a reference to any Disclosure Schedule is specifically referenced in the event that all relevant covenant or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreementagreement.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the The Seller hereby covenants and agrees to indemnify and hold harmless the Trust Purchaser, its Affiliates (including Bxxxxx and the Securitization Agent, SLZ) and their respective shareholders, partners, directors, officers, employees, agents, trustees representatives, successors and assigns assignors (collectively, the “Purchaser Indemnified Parties”), ) from and against any damage, loss, Taxes, cost, liability, expense, fines, awards, judgments and all damages, losses, claims, liabilities and related costs and expenses, penalties (including reasonable legal professionals’ fees and disbursementsdisbursements incurred in investigating, preparing or defending the foregoing, and including any costs associated with Taxes for which the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Purchaser Indemnified Parties and arising out of or may be liable as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure receiving of any Obligor to pay an amount owing under indemnification payment in respect thereof) (“Damages”) which any of the Purchaser Indemnified Parties may suffer or incur as a Pool Receivableresult of, or arising out of, or in respect of, without duplication: (iia) resulting from gross negligence any Taxes payable, including for greater certainty any amount required to be paid, withheld or wilful misconduct remitted, by Bxxxxx or SLZ in respect of taxable periods (or portions of taxable periods) ending on or before the Closing Date as determined in accordance with Section 6.3; (b) any non-performance or breach of any covenant or agreement on the part of the Trust Seller, Bxxxxx or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information SLZ contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correctAgreement; (bc) the failure any inaccuracy in or breach of any representation or warranty of the Seller, Bxxxxx or statement made or deemed made by the Seller (or any of its officers) under or SLZ contained in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulationAgreement; (d) the failure except as otherwise provided under Section 2.6(a), above, any past, current or future Claims by existing or former Employees of Bxxxxx or SLZ, including but not limited to vest in the Trust a valid any and enforceable perfected first ranking (as against all Claims relating to employment, termination, on-the-job injuries or death, unsafe working conditions or exposure to potentially harmful substances such as, for example only, friable asbestos or metal contamination; provided, however, the Seller and creditors will not retain liability to Employees in connection with Claims arising as a result of the Seller) cotheir post-ownership interest in the Pool Receivables and the Related Security and Collections Closing employment with respect thereto;Bxxxxx or SLZ; or (e) except as otherwise provided under Section 2.6(a), above, any past, current or future Claims relating to Environmental Liabilities, such as, for example only, liabilities associated with the failure transportation in uncovered rail cars of lead concentrate or lead materials; provided, however, Bxxxxx and SLZ will remain solely liable and responsible for the closure of and all reclamation obligations associated with the Bxxxxx Mine, including but not limited to have filedthose set out in the Bxxxxx Mine closure plan and cost estimate report prepared by SRK Consulting Engineers and Scientists, dated February 2011, as adjusted for inflation on an annual basis. The Seller’s indemnification obligations under paragraphs (b) and (c) of this Section 8.1 shall survive for the periods indicated in Section 5.1. The Seller’s indemnification obligations under paragraph (a) of this Section 8.1 shall survive for 90 days after the date on which the relevant Governmental Entity is no longer entitled to assess or reassess Bxxxxx or SLZ in respect of the subject matter to which such claim for indemnification relates, having regard, without limitation, to any delay waiver given by Bxxxxx or SLZ with the consent of the Seller (not to be unreasonably withheld or delayed) in filingrespect of such matter and, financing statements or other similar instruments or documents under the PPSA for greater certainty, any entitlement of any Governmental Entity to assess or reassess Bxxxxx or SLZ without limitation under applicable jurisdiction or other applicable laws with respect to Law. Unless the Purchaser has elected the alternate price and payment provisions under Section 2.6(a), above, the Seller’s indemnification obligations under paragraphs (d) and (e) of this Section 8.1 shall survive until the five-year anniversary of the Closing Date; provided, however, for any Pool Receivables Claim that has arisen before and the Related Security and Collections in respect thereof, whether is still ongoing at the time of such five-year anniversary, the Purchase Seller’s obligations under paragraphs (d) and (e) shall continue until final determination or any Increase at any subsequent time; (f) any disputesettlement of such Claim, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor subject to the payment of any Pool Receivable (including, without limitation, a defense based following limit on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or aggregate Damages. Notwithstanding any other claim resulting from or relating provision of this Agreement to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by contrary, the aggregate Damages for which the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or may be liable in respect of any Pool Receivable, Related Security or Contract; Claims described under paragraphs (kd) any reduction in the Investment as a result and (e) of this Section 8.1 will not exceed an amount equal to one-half of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason amount of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure Purchase Price actually received by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with Section 2.2(a) or (as the provisions case may be) Section 2.6(a) or (b), provided that any amounts yet owing to the Seller by the Purchaser of this Agreementthe Purchase Price under Section 2.2(a) or (as the case may be) Section 2.6(a) can be taken by the Purchaser as a credit against future payments of the Purchase Price until a total of 50 percent of the total Purchase Price has been reached.

Indemnification by the Seller. Without limiting any other rights which (a) From and after the Trust may have hereunder or under applicable lawClosing and subject to this Article XI, the Seller hereby agrees to indemnify shall indemnify, defend and hold harmless the Trust Acquiror, its Affiliates (including the Company and the Securitization Agent, Transferred Subsidiaries) and its and their respective officers, agents, trustees and assigns Representatives (collectively, the “Acquiror Indemnified Parties”), ) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursementsagainst, and reimburse any costs associated with the appointment of a Replacement ServicerAcquiror Indemnified Party for, resulting from the Seller’s all Losses that such Acquiror Indemnified Party may at any time suffer or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or incur as a result of the Seller’s of, arising out of, relating to or Servicer’s breach or violation of this Agreement, excluding, however, amounts in connection with: (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, inaccuracy or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure breach of any representation or warranty or statement made or deemed made by the Parent or the Seller (or any of its officers) under or in connection with this Agreement or the certificates required to have been true and correct in all respects when madebe delivered pursuant to Section 9.03(a); (cii) the any breach or failure by the Seller to comply with any applicable lawParent, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its their respective Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or to perform any of its Affiliates)their respective covenants, obligations or agreements contained in this Agreement; (giii) the Covered PAB/PRF Matter, excluding Losses that result from guarantee payments required to be made in order to meet the obligations of the PRF (the “PRF Guarantee Losses”); and the PRF Guarantee Losses, only to the extent of any failure such Losses in excess of 106,000,000 Great Britain Pounds Sterling (the “PAB/PRF Reserve”); provided, however, that in the event the PAB/PRF Reserve exceeds the amount of the PRF Guarantee Losses, the Acquiror shall cause the Company to pay the amount of such excess to the Seller in cash by September 1, 2012; (iv) the Covered Argentina Credit Life Matter; provided, that if (x) a reserve is established or increased in respect of the Covered Argentina Credit Life Matter between the date hereof and the Closing Date (the “Argentina Reserve”), and (y) the RBC Deficit pursuant to Section 2.09(a)(i) is greater than zero, then the Covered Argentina Credit Life Matter to the extent of any Losses in excess of the lesser of (a) the amount of the Argentina Reserve and (b) the amount of the RBC Deficit pursuant to Section 2.09(a)(i); provided, however, the aggregate amount of the reduction of the indemnification obligations of the Seller under clauses (iv), (v) and (vi) of this Section 11.02(a) shall not exceed the RBC Deficit pursuant to perform its duties or obligations in accordance with Section 2.09(a)(i); provided, further, that any such reduction shall be allocated to the provisions hereof or to perform its duties or indemnification obligations under clauses (iv), (v) and (vi) in proportion to the Contractsrelative amounts of the Argentina Reserve (if any), the Italy Reserve Increase (if any) and the Japan Reserve Increase (if any), as applicable; (hv) the Covered Italian Unit Linked Matter to the extent of any products liability Losses in excess of the lesser of (1) €500,000 (the “Initial Italy Reserve”) and (2) the total amount reserved for the Covered Italian Unit Linked Matter in the Final Closing Balance Sheet; provided, that if (x) the Initial Italy Reserve is increased between the date hereof and the Closing Date (the aggregate amount of all such reserve increases from the date hereof, the “Italy Reserve Increase”), and (y) the RBC Deficit pursuant to Section 2.09(a)(i) is greater than zero, then the Covered Italian Unit Linked Matter to the extent of any Losses in excess of the sum of (A) the Initial Italy Reserve plus (B) the lesser of (1) the Italy Reserve Increase and (2) the amount of the RBC Deficit pursuant to Section 2.09(a)(i); provided, however, the aggregate amount of the reduction of the indemnification obligations of the Seller under clauses (iv), (v) and (vi) of this Section 11.02(a) shall not exceed the RBC Deficit pursuant to Section 2.09(a)(i); provided, further, that any such reduction shall be allocated to the indemnification obligations under clauses (iv), (v) and (vi) in proportion to the relative amounts of the Argentina Reserve (if any), the Italy Reserve Increase (if any) and the Japan Reserve Increase (if any), as applicable; (vi) the Covered Japan Privacy Breach Matter to the extent of any Losses in excess of the lesser of (1) $58,000,000 (the “Initial Japan Reserve”) and (2) the total amount reserved for the Covered Japan Privacy Breach Matter in the Final Closing Balance Sheet; provided, that if (x) the Initial Japan Privacy Breach Matter Reserve is increased between the date hereof and the Closing Date (the aggregate amount of all such reserve increases from the date hereof, the “Japan Reserve Increase”), and (y) the RBC Deficit pursuant to Section 2.09(a)(i) is greater than zero, then the Covered Japan Privacy Breach Matter to the extent of any Losses in excess of the sum of (A) the Initial Japan Reserve plus (B) the lesser of (1) the Japan Reserve Increase and (2) the amount of the RBC Deficit pursuant to Section 2.09(a)(i); provided, however, the aggregate amount of the reduction of the indemnification obligations of the Seller under clauses (iv), (v) and (vi) of this Section 11.02(a) shall not exceed the RBC Deficit pursuant to Section 2.09(a)(i); provided, further, that any such reduction shall be allocated to the indemnification obligations under clauses (iv), (v) and (vi) in proportion to the relative amounts of the Argentina Reserve (if any), the Italy Reserve Increase (if any) and the Japan Reserve Increase (if any), as applicable; (vii) the recapture, termination or other claimdemand for the immediate withdrawal of the portfolio within 366 days following the Closing Date by the Designated Reinsurer of the Designated Reinsurance Agreements pursuant to any of (i) Article 16(2)(d) of the Designated Reinsurance Agreements, investigation, litigation (ii) Article 18(3) of the First Designated Reinsurance Agreement (but only with respect to the circumstances described in Article 16(2)(d) thereof) or proceeding arising out (iii) Article 17(3) of the Second Designated Reinsurance Agreement (but only with respect to the circumstances described in Article 16(2)(d) thereof) as a result of or in connection with goods, insurance or services that are the subject consummation of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to transactions contemplated by this Agreement or the use SPV Purchase Agreement, but such Losses shall not exceed (a) with respect to the First Designated Reinsurance Agreement, the sum of proceeds (A) the product of Purchases 0.85 multiplied by 3,000,000,000 Japanese yen plus (B) the product of 0.85 multiplied by the Accumulated Net Balance (as defined in the First Designated Reinsurance Agreement), as of the effective date of such recapture, termination or immediate withdrawal of the portfolio, less the amount of any payment made by the Designated Reinsurer to the Company in respect of any Pool Receivablesuch recapture, Related Security termination or Contract; (k) any reduction in the Investment as a result immediate withdrawal of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(eportfolio; and (b) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect theretoto the Second Designated Reinsurance Agreement, and all reasonable out-of-pocket costs and expenses213,468,000 Japanese yen, including less the reasonable fees and expenses amount of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure payment made by the Seller or Designated Reinsurer to the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest Company in respect of such recapture, termination or immediate withdrawal of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through portfolio (it being understood that, notwithstanding anything in Section 11.08 to the Sellercontrary, whether existing at the time Acquiror shall be permitted, in its sole discretion, to provide written notice to the Designated Reinsurer of the consummation of the transactions contemplated hereby or by this Agreement and the SPV Purchase Agreement and a summary of any rights that the Designated Reinsurer may have in connection therewith under the First Designated Reinsurance Agreement and the Second Designated Reinsurance Agreement at any time thereafter, other than Security Interests created by on or arising through following the TrustClosing Date); (pviii) any claim for personal injurylimitation, deathsuspension or termination by a Governmental Authority which is in effect on the date that is six months after the Closing Date of the ability of (A) the Company or a Transferred Subsidiary to (1) write the lines of business written as of the date set forth in the Schedule of Designated Amounts by the Company and the Transferred Subsidiaries in the applicable jurisdiction in which the Company or such Transferred Subsidiary conducts its business (such jurisdiction, property damage the “Applicable Jurisdiction”), without a limitation, suspension or product liability termination by a Governmental Authority of the ability of the Company or such Transferred Subsidiary to administer and collect premiums with respect to its existing in-force block of business, in which may arise event, Losses with respect to this subclause (A)(1) shall be equal to the amount indicated as “NB” on the Schedule of Designated Amounts, (2) administer and collect premiums with respect to its existing in-force block of business, without a limitation, suspension or termination by reason ofa Governmental Authority on the Company’s or such Transferred Subsidiary’s ability to write the lines of business written as of the date set forth in the Schedule of Designated Amounts by the Company and the Transferred Subsidiaries in the Applicable Jurisdiction, result from or in which event, Losses with respect to this subclause (A)(2) shall be caused byequal to the amount indicated as “EB” on the Schedule of Designated Amounts, or relate (3) write the lines of business written as of the date set forth in the Schedule of Designated Amounts by the Company and the Transferred Subsidiaries in the Applicable Jurisdiction, and administer and collect premiums with respect to its existing in-force block of business, in which event, Losses with respect to this subclause (A)(3) shall be equal to the useamount indicated as “NB/EB” on the Schedule of Designated Amounts, operationor (B)(1) the Company or a Transferred Subsidiary to write the lines of business written as of the date set forth in the Schedule of Designated Amounts by the Company and the Transferred Subsidiaries, maintenance in the Applicable Jurisdiction and administer and collect premiums with respect to its existing in-force block of business and (2) the Acquiror to take title to and ownership of its pro rata share of the assets to the extent of capital and surplus of the Company or ownership ofsuch Transferred Subsidiary, or the Financed VehiclesCapital Stock held directly or indirectly by the Company in, such Transferred Subsidiary, free and clear of all Liens (other than, with respect to such assets, but not Capital Stock, Permitted Liens), in which event, Losses with respect to this subclause (B) shall be equal to the amount indicated as “Grand Total” on the Schedule of Designated Amounts, in each of the cases of subclauses (A) and (B), as a result of (I) the failure of the Acquiror and its Affiliates to obtain any Governmental Approvals required by applicable Law in connection with the transactions contemplated by the Transaction Agreements or (II) the failure of any Permit to be in full force and effect at the time of the Closing or as a result of the consummation of the transactions contemplated by the Transaction Agreements and any fines or penalties imposed on the Acquiror or any of its Affiliates by any Governmental Authority as a result of or in connection with the matters set forth in either (I) or (II); provided, however, that the Acquiror shall pay to the Seller any net proceeds it or its Affiliates receive from any sale or other disposition of all or a portion of the Capital Stock of such Transferred Subsidiary or assets of the Company or such Transferred Subsidiary other than in the Ordinary Course of Business up to the applicable amount set forth on the Schedule of Designated Amounts paid by the Seller to the Acquiror pursuant to this Section 11.02(a)(viii); and (qix) the sale, divestiture or other disposition by the Company or any material failure Transferred Subsidiary of the Capital Stock held by it in any of the Joint Ventures set forth on Section 11.02(a)(ix) of the Seller Disclosure Letter to perform its duties any Person (other than the Company or obligationsany Transferred Subsidiary) after the date hereof or pursuant to any process commenced six months following the Closing Date, pursuant to any call right, right of first refusal or other similar rights available to such Person under the terms and conditions of the applicable Joint Venture Agreement, in connection with the consummation of the transactions contemplated by this Agreement, in which event, Losses with respect to this Section 11.02(a)(ix) shall be equal to the amount indicated, with respect to each Joint Venture, as Servicer “Grand Total” on the Schedule of Designated Amounts; provided, however, that the Acquiror shall pay to the Seller any net proceeds received by the Company or otherwiseany Transferred Subsidiary from any Person (other than the Company or any Transferred Subsidiary) with respect to, or as a result of, any such process, call right, right of first refusal or other similar rights available to such Person under the terms and conditions of the applicable Joint Venture Agreement, as amended or supplemented, or from the sale or other disposition of all or a portion of the Capital Stock or, other than in the Ordinary Course of Business, assets of the applicable Joint Venture up to the applicable amount set forth on the Schedule of Designated Amounts paid by the Seller to the Acquiror pursuant to this Section 11.02(a)(ix). (b) Notwithstanding anything to the contrary contained herein, the Seller shall not be required to indemnify, defend or hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, any Losses pursuant to Section 11.02(a)(i) (other than Losses arising out of the inaccuracy or breach of any Seller Fundamental Representations or the Parent Fundamental Representations) (such Losses pursuant to Section 11.02(a)(i), other than Losses arising out of the inaccuracy or breach of any Seller Fundamental Representations and the Parent Fundamental Representations, being referred to as the “Capped Losses”): (i) with respect to any claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) unless such claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) involves Losses in excess of $87,500 (nor shall any such claim or series of related claims that do not meet the $87,500 threshold be applied to or considered for purposes of calculating the aggregate amount of the Acquiror Indemnified Parties’ Losses for which the Seller has responsibility under clause (ii) of this Section 11.02(b) below); and (ii) until the aggregate amount of the Capped Losses for which the Acquiror Indemnified Parties are entitled to indemnification exceeds $125,000,000, after which the Seller shall be obligated to indemnify and reimburse the Acquiror Indemnified Parties for the aggregate amount of all Capped Losses for which the Acquiror Indemnified Parties are entitled to indemnification under Section 11.02(a)(i) that are in excess of $125,000,000; but only if such Losses arise with respect to any claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) that involves Losses in excess of $87,500. Notwithstanding anything to the contrary herein, in accordance no event shall the Seller be required to indemnify, defend or hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, with respect to Capped Losses, the provisions Covered Argentina Credit Life Matter, the Covered Italian Unit Linked Matter, the Covered Japan Privacy Breach Matter and the FCPA Representation, any amount in excess of $2,250,000,000. (c) Notwithstanding anything in this AgreementArticle XI to the contrary, in the event that the Seller is obligated to indemnify any Acquiror Indemnified Party pursuant to Section 11(a)(i) for Losses resulting from, arising out of, relating to or in connection with a breach of the representations and warranties set forth in Section 3.31 (the “FCPA Representation”), any such Losses resulting from, arising out of, relating to or in connection with any Action or investigation by a Governmental Authority or any Governmental Order, including any fines or penalties imposed by any Governmental Authority or pursuant to any Governmental Order, shall not be subject to Section 11.02(b)(i) or Section 11.02(b)(ii).

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the The Seller hereby agrees to indemnify and hold harmless each Purchaser and each person, if any, who controls such Purchaser within the Trust and meaning of the Securitization AgentAct, and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damages, losses, claims, damages, liabilities and related costs and expensesor expenses to which such Purchaser or such controlling person may become subject, including reasonable legal fees and disbursementsunder the Act, and the Exchange Act, or any costs associated with the appointment of a Replacement Servicerother federal or state statutory law or regulation insofar as such losses, resulting from the Seller’s claims, damages, liabilities or Servicer’s breach of any of its duties expenses (or obligations hereunder (all of the foregoing being collectively referred to actions in respect thereof as “Indemnified Amounts”contemplated below) awarded against or reasonably incurred by any of the Indemnified Parties and arising arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement, including the Resale Prospectus, financial statements and schedules, and all other documents filed as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether as amended at the time of effectiveness of the Purchase Shelf Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434 of the Rules and Regulations, or the Resale Prospectus, or any Increase at amendment or supplement thereto, or the omission or alleged omission to state in any subsequent time; (f) of them a material fact required to be stated therein or necessary to make the statements in any disputeof them, in light of the circumstances under which they were made, not misleading, and will reimburse such Purchaser and each such controlling person for any legal and other expenses as such expenses are reasonably incurred by such Purchaser or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, offset damage, liability, expense or defense (other than discharge action; provided, however, that the Seller will not be liable in bankruptcy of the Obligor) of the Obligor any such case to the payment of extent that any Pool Receivable (includingsuch loss, without limitationclaim, a defense based on such Receivable or the related Contract not being a legaldamage, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in connection with goodsthe Shelf Registration Statement, insurance the Resale Prospectus or services that are any amendment or supplement of the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement Shelf Registration Statement or the Resale Prospectus in reliance upon and in conformity with written information furnished to the Seller by or on behalf of such Purchaser expressly for use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller Shelf Registration Statement or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementResale Prospectus.

Indemnification by the Seller. Without limiting any other rights which Subject to the Trust may have hereunder or under applicable lawlimitations set forth herein, the Seller hereby agrees to indemnify the Trust Buyer and the Securitization Agentits officers, and their respective officersdirectors, employees, agents, trustees and assigns Affiliates (collectively, the “Indemnified PartiesBuyer Indemnitees”), ) shall be indemnified and held harmless by the Seller from and against any and all damagesLosses incurred by the Buyer Indemnitees, lossesdirectly or indirectly, claimsas a result of: (i) any inaccuracy or breach of a representation or warranty of Seller contained herein as of the date hereof or as of the Closing Date (provided, liabilities and related costs and expensesthat, in the event of any such inaccuracy or breach, for purposes of determining the amount of any Losses, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained therein); (ii) any failure by Seller to perform or comply with any covenant of the Seller contained herein; (iii) any debt, claim, obligation or other Liability of the Seller (including reasonable legal fees and disbursements, the Retained Liabilities and any costs associated with Liability for any commission or compensation in the appointment nature of a Replacement Servicer, resulting from the Sellerfinder’s or Servicerbroker’s breach of fee, or any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or asserted Liability as a result of the Seller’s performance of services by any broker or Servicer’s breach or violation of this Agreementfinder, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by which the Seller or any of its Affiliates acting as Servicer officers, employees or representatives is responsible) including, without limiting the generality of the foregoing, any claim against Buyer by any agent or independent contractor retained by holder of a security of the Seller arising from or any of its Affiliates)relating to the transactions contemplated by this Agreement; (giv) any failure (x) all Taxes of the Seller for all Tax periods ending on or prior to perform its duties the Closing Date or obligations in accordance with which begin before the provisions hereof Closing Date and end after the Closing Date relating to an event or to perform its duties or obligations transaction occurring before the Closing Date, and (y) any and all Taxes arising under the Contracts; (h) any products principles of transferee or successor liability or other claimby contract, investigationrelating to an event or transaction occurring before the Closing Date; provided that for purposes of clarity, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments Seller shall thereafter not be rescinded or otherwise must be returned responsible for Taxes for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expensesitem they would not have been required to recognize under the cash basis of accounting, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehiclesaccounts receivable collected after Closing; and (qv) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementRetained Liabilities.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the The Seller hereby agrees to indemnify DEFEND, INDEMNIFY AND HOLD HARMLESS the Trust Purchaser and the Securitization AgentCompany and their respective stockholders, partners and Affiliates and each of their respective officers, agentsmanagers, trustees directors, employees and assigns agents (each, a “Purchaser Indemnified Party”) from any and all threatened or actual claims, demands, causes of action, suits, proceedings, losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorneys’ fees and court costs (collectively, the “Indemnified PartiesLiabilities”), from and incurred by, imposed upon or rendered against one or more of the Purchaser Indemnified Parties, whether based on contract, or tort, or pursuant to any and all damagesstatute, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursementsrule or regulation, and any costs associated with regardless of whether the appointment of a Replacement ServicerLiabilities are foreseeable or unforeseeable, resulting from all to the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out extent that such Liabilities are in respect of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely arise from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report gross negligence or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as willful misconduct of the date of such calculation), Seller acting or the failure of any other information provided omitting to the Trust act in providing Services or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure any and all direct or indirect claims, demands, actions, causes of action, suits, right of recovery for any relief or damages, debts, accounts, damages, costs, losses, liabilities, and expenses (including interest, court costs, attorneys’ fees and expenses, and other costs of defense), of any representation kind or warranty or statement made or deemed made by the Seller nature (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitationeach, a defense based on such Receivable or the related Contract not being “Claim”) by a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or third party relating to the transaction giving rise to such Receivable gross negligence or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure willful misconduct of the Seller in acting or omitting to perform its duties or obligations act in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claimproviding Services, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementPROVIDED THAT THE SELLER SHALL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS THE PURCHASER INDEMNIFIED PARTIES FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY PURCHASER INDEMNIFIED PARTY.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the Seller hereby agrees to indemnify the Trust and the Securitization Agent, and their respective officers, agents, trustees and assigns (collectively, the “"Indemnified Parties”"), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s 's or Servicer’s 's breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “"Indemnified Amounts”") awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s 's or Servicer’s 's breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Servicer Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c2.7(d), 2.6(e2.10(e) or 2.10(e)2.13, in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s 's Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s 's Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreement.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the The Seller hereby agrees to indemnify and hold each of the Trust Purchaser and the Securitization Agent, its Affiliates and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damagesof their respective partners, lossesdirectors, claimsmanagers, liabilities members, officers, employees, agents and related costs controlling persons (each, a “Purchaser Indemnified Party”) harmless from and expenses, including reasonable legal fees and disbursementsagainst, and to pay to each Purchaser Indemnified Party the amount of, any costs associated with and all Losses awarded against or incurred or suffered by such Purchaser Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, to the appointment extent arising out of a Replacement Servicer, resulting from the Seller’s or Servicer’s (i) any breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreementrepresentation, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed certification made by the Seller (or in any of its officers) under the Transaction Documents to which the Seller is party or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure certificates given by the Seller to comply with the Purchaser in writing pursuant to this Purchase and Sale Agreement or any applicable lawother Transaction Document, rule (ii) any breach of or regulation with respect default under any covenant or agreement by the Seller to the Purchaser pursuant to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract Transaction Document to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against which the Seller and creditors of is party or by the Seller) co-ownership interest in Seller under the Pool Receivables and Counterparty License Agreement, the Related Security and Collections with respect thereto; (e) the failure to have filedCounterparty Consent, or any delay in filingINFI Third Party Agreement, financing statements or other similar instruments or documents under the PPSA of (iii) any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase liabilities or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy obligations of the Obligor) of the Obligor Seller (unless such liabilities or obligations are due to the payment of Purchaser or its Permitted Recipients not complying with any Pool Receivable (including, without limitation, a defense based on such Receivable confidentiality provisions set forth in the Counterparty License Agreement or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), Counterparty Consent or any other claim resulting from or relating due to the transaction giving rise to such Receivable or relating to collection activities Purchaser interfering with respect to such Receivable (if such collection activities were performed by the Seller Counterparty or any of its Affiliates acting as Servicer or Sublicensees in a manner not permitted by the Counterparty Consent) and (iv) any agent fees, expenses, costs, liabilities or independent contractor retained other amounts incurred or owed by the Seller to any brokers, financial advisors or any of its Affiliates); (g) any failure of the Seller to perform its duties comparable other Persons retained or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured employed by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable it in connection with the Receivables; transactions contemplated by this Purchase and Sale Agreement; provided, however, that the amount of any recoverable Losses for which any Purchaser Indemnified Party makes a claim for indemnification hereunder shall be reduced to the extent the underlying indemnification claim (nA) results from the failure bad faith, gross negligence or willful misconduct of such Purchaser Indemnified Party or the breach by such Purchaser Indemnified Party of this Agreement, or (B) results from acts or omissions of the Seller based upon the written instructions from any Purchaser Indemnified Party. Any amounts due to any Purchaser Indemnified Party hereunder shall be payable by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreementsuch Purchaser Indemnified Party upon demand.

Indemnification by the Seller. Without limiting (a) In the event that, during the Indemnification Period there is (i) a material breach (or an alleged breach) of any other rights which of the Trust may have hereunder representations or under applicable lawwarranties made by, or any material breach of or material failure to perform any covenant, agreement or obligation of, the Seller hereby in this Agreement or any other material document contemplated hereby, or in any material document relating hereto or thereto or contained in any exhibit or Schedule to this Agreement, (ii) any Liabilities, Adverse Consequences or remediation, clean-up or similar obligations or costs under Environmental Laws and relating to the Business and activities or the ownership, operation or lease by the Company of facilities in respect of any periods prior to the Closing, or (iii) any demands, assessments, judgments, costs and reasonable legal and other expenses or other Adverse Consequences arising from, or in connection with, any investigation, action, suit, proceeding or other claim incident to the Liability or any of the foregoing and, if there is an applicable survival period pursuant to Section 8.1, then, in each case, provided that the Buyer made a written claim for indemnification and provided that Buyer incurs an aggregate of Two Hundred Dollars ($200.00) in out-of-pocket expenses and costs in connection with any of the foregoing (the “Threshold Amount”), then thereafter the Seller agrees (subject to the limitations set forth in this Section 8.2) to indemnify the Trust Buyer and its Affiliates, including without limitation, the Company, and the Securitization AgentCompany’s directors, officers and their respective officers, agents, trustees and assigns employees (collectively, the “Buyer Indemnified Parties”) from and against the entirety of any material Adverse Consequences the Buyer Indemnified Parties may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by any material breach (or alleged breach) of the foregoing. (b) Subject to the provisions of Section 8.2(a), the Seller agrees to indemnify the Buyer Indemnified Parties from and against any and all damagesloss, lossesliability or damage Buyer Indemnified Party may suffer resulting from, claimsarising out of, liabilities and related costs and expensesrelating to, including reasonable legal fees and disbursementsin the nature of, and or caused by any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all Liability of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by Company for any Taxes of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made;Company. (c) Subject to the failure by provisions of Section 8.2(a), the Seller agrees to comply with indemnify the Buyer Indemnified Parties from and against any applicable lawAdverse Consequences Buyer Indemnified Party may suffer resulting from, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable lawarising out of, rule or regulation; (d) the failure to vest relating to, in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filednature of, or caused by any delay in filingunknown, financing statements undisclosed, or other similar instruments contingent debts or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables obligations (including, but not limited to, environmental, legal and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligoremployee benefit Liability exposures) of the Obligor Company to the payment of extent such debts or obligations relate to any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating time periods prior to the transaction giving rise to such Receivable Closing Date or relating to collection activities with respect to such Receivable (if such collection activities were performed by after the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementClosing Date.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law(a) The Purchaser and its Affiliates, the Seller hereby agrees to indemnify the Trust and the Securitization Agentofficers, and their respective officersdirectors, employees, agents, trustees successors and assigns (collectively, each a “Purchaser Indemnified Party”) shall be indemnified and held harmless by the “Indemnified Parties”), Seller from and against any and all damagesLiabilities, losses, damages, claims, liabilities and related costs and expenses, interest, awards, judgments and penalties (including reasonable legal attorneys’ and consultants’ fees and disbursements, and expenses) actually suffered or incurred by them (including any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s Action brought or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred otherwise initiated by any of the Indemnified Parties and them) (hereinafter a “Loss”), arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (ai) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure breach of any representation or warranty or statement made or deemed made by the Seller (contained in this Agreement, the Ancillary Agreements or any of its officers) under or in connection with this Agreement to have been true certificate delivered hereunder (it being understood that such representations and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect warranties shall be interpreted without giving effect to any Pool Assets limitations or qualifications as to “materiality” (including the related Contract; word “material”) or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates“Material Adverse Effect” set forth therein); (gii) the breach of any failure of covenant or agreement by the Seller to perform its duties or obligations contained in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or ContractAncillary Agreements; (kiii) any reduction in Transaction Expenses incurred by the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reasonSeller; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (miv) the failure by the Seller Excluded Liabilities or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect other Liabilities of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at arising before or after the time of Closing, that are not expressly assumed by the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust;Purchaser pursuant to this Agreement; or (pv) any claim for personal injury, death, property damage or product liability which may arise by reason of, result Liabilities arising from or be caused by, related to any failure to comply with Laws relating to bulk transfers or relate bulk sales with respect to the use, operation, maintenance or ownership oftransfers contemplated by this Agreement notwithstanding the waiver contained in Section 5.11. (b) To the extent that the Seller’s undertakings set forth in this Section 9.02 may be unenforceable, the Financed Vehicles; and (q) any material failure Seller shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementPurchaser Indemnified Party.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the The Seller hereby agrees to shall indemnify the Trust and the Securitization Agent, and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and hold each Purchaser harmless against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, Losses resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting fromof: (a) the Seller’s failure to observe or perform any or all of any information contained in a Portfolio Report or a Portfolio Certificate to be true the Seller’s covenants and correct (obligations under this Addendum, including without limitation the failure of a Pool Receivable included in to comply following the calculation of Net Receivables Pool Balance Effective Date with any provisions under any Servicing Agreement relating to be an Eligible Receivable as the Servicing of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correctrelated Mortgage Loans; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any Seller’s breach of its officers) under or representations and warranties contained in connection with this Agreement to have been true and correct in all respects when madeAddendum; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure event of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulationtermination described in Section 5.3 other than Section 5.3(a)(xxiii); (d) the failure matters set forth on Schedule 4.12.15 to vest in the Trust a valid Transfer Agreement; provided that such Loss is incurred prior to the later of (i) the fifth anniversary of the Original Closing Date and enforceable perfected first ranking (as against ii) the two-year anniversary of the termination of the Seller and creditors as subservicer under any NRZ Subservicing Agreement (other than termination of the Seller) co-ownership interest NRM Subservicing Agreement in connection with the Pool Receivables and transfer of subservicing of the Related Security and Collections with respect theretoapplicable mortgage loans to the Shellpoint Subservicing Agreement); (e) any Compensatory Fees or other Governmental Entity-imposed fees, penalties or curtailments imposed on any Purchaser related to (a) any Mortgage Loan foreclosures exceeding the applicable Governmental Entity’s required timelines or (b) other servicing acts or omissions relating to the Mortgage Loans, in each case relating to or arising from the Seller’s failure to have filedmeet a timeline or requirement under the applicable Governmental Entity Guidelines on or after the Effective Date, or any delay in filing, financing statements but only to the extent and amount such Compensatory Fee or other similar instruments fee, penalty or documents under curtailment is attributable to the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time;Seller; or (f) the matters for which Seller is required to indemnify any dispute, claim, offset or defense (other than discharge in bankruptcy of the ObligorPurchaser pursuant to Section 2.10(g) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its AffiliatesSection 2.23(d); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts[Reserved]; (h) provided, however, the Seller shall not be obligated to indemnify any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; Purchaser (i) with respect to any liabilities, Claims, costs or expenses which are covered in Section 8.3 or (ii) to the commingling of Collections of Pool Assets at any time with other funds; (j) any investigationextent such Loss is due to the willful misconduct, litigation bad faith or proceeding related to this Agreement or the use of proceeds of Purchases or in respect gross negligence of any Pool Receivable, Related Security Purchaser or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) their respective Affiliates or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the TrustPurchaser’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions breach of this AgreementAddendum.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable lawThe Purchaser, the Seller hereby agrees to indemnify the Trust Company and the Securitization Agentits Subsidiaries, and their respective officers, directors, employees, agents, trustees successors and assigns (collectivelyeach, the a “Purchaser Indemnified PartiesParty”)) shall, from and after the Closing, be indemnified and held harmless by the Seller, for and against any and all damages, lossesdemands, causes of actions, assessments, Liabilities, claims, liabilities and related costs and expenses, interest, awards, judgments and penalties (including reasonable legal attorneys’ and consultants’ fees and disbursementsexpenses) (hereinafter, and any costs associated with the appointment of a Replacement Servicer“Loss”) imposed upon, asserted against, resulting from the Seller’s to or Servicer’s breach of any of its duties suffered or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of them, to the Indemnified Parties and extent arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure breach of any information representation or warranty made by either the Seller contained in a Portfolio Report this Agreement (it being understood that such representations and warranties shall be interpreted without giving effect to any limitations or a Portfolio Certificate qualifications as to be true and correct “materiality” (including the failure of a Pool Receivable included word “material”) or “Material Adverse Effect” set forth therein (other than contained in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculationany defined term), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct); (b) the failure breach or nonperformance of any representation covenant, obligation or warranty or statement made or deemed made agreement by the Seller (or any of its officers) under or contained in connection with this Agreement to have been true and correct in all respects when madeAgreement; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Excluded Assets or the and all Liabilities related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulationthereto; (d) all actions necessary to give effect to the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect theretoRestructuring Transactions; (e) any Liability of the failure Company or the Subsidiaries under a control group theory of liability imposed under Environmental Laws, labor Laws or ERISA and similar statutes to have filedthe extent related to actions, policies or any delay in filing, financing statements or violations of Persons other similar instruments or documents under than the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables Company and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent timeSubsidiaries; (f) any disputethe Seller’s, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates’ conduct of the Construction Loan Business either prior to or following the Closing (excluding any impact on the business or customers of the Company or the Subsidiaries caused by the extension of credit, failure to extend credit or exercise of remedies by the Seller or its Affiliates in connection with the conduct of the Construction Loan Business);; or (g) any failure Losses of any Purchaser Indemnified Party in excess of $3,000,000 in the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) aggregate arising from any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; Third Party Claim (i) existing as of the commingling Closing Date or (ii) brought or asserted against a Purchaser Indemnified Party arising from actions taken by any of Collections of Pool Assets at any time with other funds; (j) any investigationthe Seller, litigation or proceeding related to this Agreement the Company or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in Subsidiaries prior to the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by itClosing, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable those Third Party Claims listed in connection with the Receivables; (nSection 9.02(g) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementDisclosure Schedule.

Indemnification by the Seller. Without limiting any other rights which The Seller shall indemnify and hold harmless the Trust may have hereunder or under applicable lawPurchaser, the Seller hereby agrees to indemnify the Trust and the Securitization Agent, Parent and their respective Affiliates, officers, directors, employees, agents, trustees successors and assigns (collectively, the each a “Purchaser Indemnified PartiesParty”), ) from and against any and all damagesLiabilities, losses, damages, claims, liabilities and related out-of-pocket costs and expenses, interest, awards, judgments and penalties (including reasonable legal attorneys’ and consultants’ fees and disbursements, and expenses) actually suffered or incurred by them (including any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s Action brought or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred otherwise initiated by any of the Indemnified Parties and them) (hereinafter a “Loss”) arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable breach as of the date hereof or as of such calculation), or the failure Closing Date of any representation or warranty made by the Seller contained in this Agreement or in any certificate delivered by the Seller hereunder (it being agreed that for purposes of determining the amount of any Loss with respect thereto, all such representations and warranties of the Seller (other information provided to than the Trust or the Securitization Agent Seller Fundamental Representations and Section 3.09(b) and with respect to Receivables or this Agreement the scope of any disclosures required on the Disclosure Schedule) that are qualified as to materiality shall be deemed to be true and correctnot so qualified); (b) the failure breach of any representation covenant or warranty or statement made or deemed made agreement by the Seller (or any of its officers) under or contained in connection with this Agreement to have been true and correct in all respects when made;or the Ancillary Agreement; or (c) Nova NextGen Solutions, whether arising prior to, on or after the failure by Closing Date; provided that, for the avoidance of doubt, the Seller shall not be liable pursuant to comply with this Section 9.02(c) for any applicable law, rule Liabilities or regulation with respect to any Pool Assets Losses resulting from the ownership or operation of the related Contract; or Business by Parent and its Affiliates (including the failure of any Pool Assets or Company and the related Contract to conform to Subsidiaries) after the Closing (including any such applicable lawLiabilities or Losses that (i) relate to or result from any breach, rule default, violation or regulation; (d) occurrence occurring after the failure to vest in Closing or arising from an event, circumstance or condition occurring or existing after the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor Closing that did not exist prior to the payment of any Pool Receivable Closing, (including, without limitation, ii) relate to a defense based on such Receivable warranty or indemnity for which the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or underlying circumstances relating to the transaction giving rise to such Receivable warranty or relating to collection activities with respect to such Receivable indemnity claim arose after the Closing, (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (giii) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, accrue or relate to the useoperations of the Business after the Closing, operationor (iv) are required to be performed after the Closing (and are not required to be performed on or prior to the Closing Date and did not arise from an event, maintenance circumstance or ownership ofcondition occurring or existing prior to the Closing)). To the extent that the Seller’s undertakings set forth in this Section 9.02 may be unenforceable, the Financed Vehicles; and Seller shall contribute the maximum amount (qsubject to Section 9.04) any material failure that it is permitted to contribute under applicable Law to the payment and satisfaction of all such Losses incurred by the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementPurchaser Indemnified Parties.

Indemnification by the Seller. Without limiting In the event of any other rights which registration of any securities of the Trust may have hereunder Company under the Securities Act pursuant to Sections 3 or under applicable law4 hereof, each seller of Registrable Securities included in such registration shall indemnify and hold harmless (in the Seller hereby agrees same manner and to indemnify the Trust and same extent as set forth in Section 6(a)) the Securitization AgentCompany, each Affiliate of the Company and their respective directors, officers, agentsstockholders, trustees members or general and assigns limited partners (collectivelyincluding any director, the “Indemnified Parties”)officer, from Affiliate, employee, agent and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach controlling Person of any of its duties the foregoing), each other Person who participates as an underwriter in the offering or obligations hereunder sale of such securities and all other sellers of Registrable Securities covered by such registration statement, each Affiliate of such seller and their respective directors, officers, stockholders, members or general and limited partners (all including any director, officer, Affiliate, employee, agent and controlling person of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties foregoing) and arising out of each other Person, if any, who controls the Company or as a result such underwriter or such seller within the meaning of the Seller’s or Servicer’s breach or violation of this AgreementSecurities Act, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets untrue statement or the related Contract; alleged untrue statement in or the failure of omission or alleged omission from such registration statement, any Pool Assets preliminary, final or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filedsummary prospectus contained therein, or any delay amendment or supplement, to the extent such untrue statement or alleged untrue statement or omission or alleged omission was made in filingreliance upon and in conformity with written information relating to such selling Holder furnished to the Company by such seller specifically for use in the preparation of such registration statement, financing statements preliminary, final or other similar instruments summary prospectus or documents under amendment or supplement, or a document incorporated by reference into any of the PPSA foregoing. In no event shall the liability of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and selling Holder of Registrable Securities hereunder be greater in amount than the Related Security and Collections in respect thereof, whether at the time dollar amount of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy net proceeds received by such Holder upon the sale of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction Registrable Securities giving rise to such Receivable or relating indemnification obligation. Each selling Holder’s obligation to collection activities with respect indemnify pursuant to such Receivable (if such collection activities were performed by this Section are several in the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by proportion that the Seller or any of its Affiliates); (g) any failure net proceeds of the Seller offering received by such selling Holder bear to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of total net proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that offering received by all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest selling Holders and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreementnot joint.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable lawEach Selling Party, the Seller hereby on a joint and several basis, agrees to indemnify and hold each of the Trust Purchaser and the Securitization Agent, its Affiliates and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damagesof their respective partners, lossesdirectors, claimsmanagers, liabilities members, officers, employees, agents and related costs controlling persons (each, a “Purchaser Indemnified Party”) harmless from and expensesagainst, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses (including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”attorneys’ fees) awarded against or reasonably incurred or suffered by such Purchaser Indemnified Party, arising out of, or involving any third party claim, demand, action or proceeding arising out of, (i) any breach of any representation, warranty or certification made by a Selling Party in or pursuant to any of the Transaction Documents or a Distribution Report, (ii) any breach of or default by a Selling Party of any covenant or agreement of such Selling Party under any Transaction Document or any License Agreement, (iii) any Excluded Liabilities and Obligations, (iv) third party claims arising on or after the Closing Date and asserted against a Purchaser Indemnified Parties and arising Party with respect to the transactions contemplated in any Transaction Document or the License Agreements (other than to the extent any such Losses arise out of an alleged or as a result of the Seller’s or Servicer’s breach or actual violation of Applicable Law by any Purchaser Indemnified Party or an actual breach by any Purchaser Indemnified Party of any Transaction Document or an alleged or actual breach by any Purchaser Indemnified Party of any other agreement or obligation to which such Purchaser Indemnified Party is a party or to which it or its assets are otherwise subject or bound), and (v) any fees, expenses, costs, liabilities or other amounts incurred or owed by a Selling Party or its Affiliates to any brokers, financial advisors or comparable other Persons retained or employed by it or for its benefit in connection with the transactions contemplated by this Royalty Purchase and Sale Agreement, excluding; provided, however, amounts that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (iA) resulting solely that results from the failure bad faith, gross negligence or willful misconduct of any Obligor to pay an amount owing under a Pool Receivablesuch Purchaser Indemnified Party, or (iiB) to the extent resulting from gross negligence acts or wilful misconduct on the part omissions of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by based upon the written instructions from any agent or independent contractor retained Purchaser Indemnified Party (unless the Selling Party is otherwise liable for such Losses pursuant to the terms of this Royalty Purchase and Sale Agreement). Any amounts due to any Purchaser Indemnified Party hereunder shall be payable by the Seller or any of its Affiliates); (g) any failure of the Seller Selling Parties to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax Purchaser Indemnified Party upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreementdemand.

Indemnification by the Seller. Without limiting any other rights which Subject to the Trust may have terms and conditions of this Article VI, from and after the Closing, each of the entities constituting the "Seller" hereunder or under applicable law, the Seller hereby agrees to shall jointly and severally indemnify the Trust and the Securitization AgentBuyer in respect of, and their respective officershold the Buyer harmless against, agentsany and all liabilities, trustees monetary damages, fines, fees, penalties, costs and assigns expenses (including without limitation reasonable attorneys' fees and expenses) (collectively, "DAMAGES") incurred or suffered by the “Indemnified Parties”), from and against Buyer or any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, Affiliate thereof resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting fromconstituting: (a) any breach of a representation or warranty of the failure of any information Seller contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct;Agreement; 40 (b) the failure any breach of any representation a covenant or warranty or statement made or deemed made by agreement of the Seller (or any of its officers) under or contained in connection with this Agreement to have been true and correct in all respects when madeAgreement; (c) the failure use, development, license, sublicense, or sale by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets of the Assigned Products or the Seller's provision of services related Contract; thereto, in each case, on or prior to the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulationClosing Date; (d) any (i) claims, liabilities or obligations relating to or arising out of the failure Specified Proceedings, including any claims that would restrict, or attempt to vest in restrict, the Trust a valid and enforceable perfected first ranking operation of the OTS Business and/or the ownership or use of the Engineering Software Assets, (as against ii) any claim that any of the Engineering Software Assets, Assigned Products, IT Property, Assigned Intellectual Property or the Intellectual Property Rights owned or purportedly owned by the Seller and creditors to be licensed to Buyer under this Agreement, the Technology License Agreement or the Support Services Agreement infringes, misappropriates or violates any Intellectual Property Rights [**] of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect [**] relating thereto;; or (e) the failure to have filed, Excluded Assets or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementExcluded Liabilities.

Indemnification by the Seller. Without limiting any other rights which Subject to the Trust may have hereunder or under applicable lawterms and conditions of this Article VII, from and after the Closing, the Seller hereby agrees and its successors and assigns (each, with respect to indemnify any claim made under this Section 7.2, an “Indemnitor”) will jointly and severally indemnify, defend and hold harmless the Trust Purchaser, the Purchaser Representative and the Securitization Agent, their respective Affiliates and their respective officers, agentsdirectors, trustees managers, employees, successors and permitted assigns (collectivelyeach, the with respect to any claim made under this Section 7.2, an “Indemnified PartiesIndemnitee”), ) from and against any and all damages, losses, claimsActions, liabilities and related Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses, expenses (including reasonable legal expenses of investigation and court costs and reasonable attorneys’ fees and disbursementsexpenses), and (any costs associated with of the appointment foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Indemnitee to the extent arising in whole or in part out of or resulting directly or indirectly from (whether or not involving a Replacement Servicer, resulting from Third Party Claim): (a) the Seller’s or Servicer’s breach of any of its duties representation or obligations hereunder (all of warranty made by the foregoing being collectively referred Company or the Seller set forth in this Agreement or in any certificate delivered by the Company or the Seller pursuant to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts ; (ib) resulting solely from the failure breach of any Obligor to pay an amount owing under a Pool Receivable, covenant or (ii) resulting from gross negligence or wilful misconduct agreement on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) aboveSeller, the Seller shall indemnify Company or, after the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) Closing, the failure of any information contained Purchaser, set forth in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) certificate delivered by the failure by Company, the Seller or the Servicer Purchaser pursuant to pay when due this Agreement; (c) any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable all Liabilities for Taxes (i) in connection with or arising out of the Receivables; Target Companies’ activities or business on or before the Closing Date or (nii) owing by any Person (other than a Target Company) for which a Target Company is liable where the failure Liability of the Target Company for such Taxes is attributable to an event or transaction occurring on or before the Closing Date; (d) any Action by Person(s) who were holders of equity securities of a Target Company, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of a Target Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (e) any Indebtedness and/or Transaction Expenses of the Target Companies as of the Reference Time which were not shown on the Company Financials. Without limiting any of the rights of the Purchaser or the Purchaser Representative hereunder, recourse by the Seller Purchaser or the Servicer to Purchaser Representative hereunder may be duly qualified to do businessobtained against the Escrow Property. In connection therewith, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested valuation of the Exchange Shares otherwise issuable shall utilize the same formula as is set forth in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Escrow Agreement.

Indemnification by the Seller. Without limiting any other rights which The Seller shall indemnify, defend, save and hold the Trust may have hereunder or under applicable lawBuyer and its officers, the Seller hereby agrees to indemnify the Trust and the Securitization Agentdirectors, and their respective officersemployees, agents, trustees representatives and assigns affiliates (collectively, the “Indemnified Parties”), "Buyer Indemnitees") harmless from and against any and all damagesdemands, claims, actions or causes of action, assessments, losses, claimsdamages, liabilities and related deficiencies, liabilities, costs and expenses, including reasonable legal fees and disbursementsattorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any costs associated with of the appointment of a Replacement Servicerforegoing (collectively, "Buyer Damages") asserted against, imposed upon, resulting to or incurred by any of Buyer Indemnitees, directly or indirectly, in connection with, or arising out of, or resulting from the Seller’s or Servicer’s (i) a breach of any of its duties the representations and warranties made by the Seller in this Agreement, or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against in any certificate or reasonably incurred document furnished pursuant hereto by any of the Indemnified Parties and arising out of or as a result of the Seller’s , (ii) any claim or Servicer’s other cause of action asserted or brought by an unaffiliated third party which alleges any state of facts or other circumstances which if meritorious would result in or constitute a breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) representations and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed warranties made by the Seller in this Agreement, or in any certificate or document furnished pursuant hereto by the Seller, and (iii) a breach or non-fulfillment of any of its officers) under the covenants or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure agreements made by the Seller to comply with any applicable law, rule in or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related pursuant to this Agreement Seller shall not have any liability for indemnification pursuant to this Article VIII for breaches of representations, warranties, covenants or agreements unless and until the use aggregate amount of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction all Buyer Damages incurred by Buyer Indemnitees exceeds in the Investment as a result of aggregate $100,000 (the payment of allocations of Collections pursuant to Sections 2.6(c"Indemnity Threshold"), 2.6(e) or 2.10(e), in at which point Seller shall be liable for all Buyer Damages. The maximum Buyer Damages Seller shall be responsible for shall be the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including aggregate Purchase Price. Notwithstanding anything to the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitationcontrary contained herein, the franchise taxes and sales, excise limitations set forth above shall not apply to claims based on fraud or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreementintentional misrepresentation.

Indemnification by the Seller. Without limiting any other rights which (a) The Seller shall hold harmless and indemnify each of the Trust may have hereunder or under applicable law, the Seller hereby agrees to indemnify the Trust Purchaser Indemnitees from and the Securitization Agentagainst, and their respective officersshall pay, agents, trustees compensate and assigns (collectively, the “Indemnified Parties”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all reimburse each of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against Purchaser Indemnitees for, any Damages that are suffered or reasonably incurred by any of the Indemnified Parties Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and arising out that arise from or as a result of, or are connected with: (i) any Breach of any representation or warranty made by the Seller in any Transactional Agreement (including this Agreement) and the Disclosure Schedule as of the date of this Agreement (without giving effect to any qualification as to materiality contained or incorporated in such representation or warranty); (ii) any Breach of any covenant or obligation of the Seller contained in any of the Transactional Agreements (other than the Registration Rights Agreement); (iii) any Liability of the Seller or of any Related Party, other than the Assumed Liabilities; (iv) any Liability (other than the Assumed Liabilities) to which the Purchaser or any of the other Purchaser Indemnitees may become subject and that arises from or relates to (A) any product produced or sold or any services performed by or on behalf of the Seller, (B) the presence of any Hazardous Material at any site owned, leased, occupied or controlled by the Seller on or at any time prior to the Closing, (C) the generation, manufacture, production, transportation, importation, use, treatment, refinement, processing, handling, storage, discharge, release or disposal of any Hazardous Material (whether lawfully or unlawfully) by or on behalf of the Seller, (D) any failure to comply with any bulk transfer law, fraudulent transfer law or similar Legal Requirement in connection with any of the Transactions, (E) WARN or any similar state or local Legal Requirement that may result from an “Employment Loss,” as defined by 29 U.S.C. sect. 2101(a)(6), caused by any action of the Seller prior to the Closing or by the Purchaser’s decision not to hire previous employees of the Seller, (F) any Seller Employee Plan, profit sharing plan or dental plan, employment agreement, severance agreement, change in control agreement, whether or not written, between the Seller and any Person, (G) 280G payments and excise taxes, sales bonuses and other retention arrangements established by the Seller or the loss of any tax benefits, deductions or credits by or on behalf of the Purchaser as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (aH) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations qualify to transact business in accordance with Arizona at any time prior the provisions hereof or Closing during which the Seller was required to perform its duties or obligations under the Contractsso qualify; (hv) any products liability Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause “(i),” “(ii),” “(iii),” or “(iv)” above (including any Proceeding commenced by any Purchaser Indemnitee for the purpose of enforcing any of its rights under this Section 4); or (vi) any claim by any Person that such Person has any rights in or to the Intellectual Property and Intellectual Property Rights transferred to Buyer pursuant to Section 1.1. (b) Seller shall not be required to make any indemnification payment pursuant to Section 4.2(a)(i) for any Breach as set forth in such Section until such time as the total amount of all Damages (including the Damages arising from such Breach and all other claimDamages arising from any other Breaches of its representations or warranties) that have been suffered or incurred by any one or more of the Purchaser Indemnitees, investigationor to which any one or more of the Purchaser Indemnitees has or have otherwise become subject, litigation or proceeding arising out exceeds $25,000. If the total amount of or in connection with goodssuch Damages exceeds the $25,000, insurance or services the Purchaser Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for only that are amount that exceeds $25,000. (c) Notwithstanding anything herein to the subject of or secure any Contract;contrary: (i) recovery from the commingling of Collections of Pool Assets at any time with other funds; Indemnification Escrow Shares shall be the sole and exclusive remedy for the indemnity obligations under the Agreement for the matters set forth in Section 4.2(a)(i) and Section 4.2(a)(v) (jbut only to the extent that such Section 4.2(a)(v) any investigation, litigation or proceeding relates to a Proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(cSection 4.2(a)(i), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (qii) any material failure recovery of the Shares from Seller (including the Indemnification Escrow Shares and the Reimbursement Escrow Shares) shall be the sole and exclusive remedy for the indemnity obligations under this Agreement for matters set forth in Sections 4.2(a)(ii), 4.2(a)(iii), 4.2(a)(iv), 4.2(a)(v), and 4.2(a)(vi) (but only to perform its duties the extent that such Section 4.2(a)(v) relates to a Proceeding related to Sections 4.2(a)(ii), 4.2(a)(iii), 4.2(a)(iv) and 4.2(a)(vi)); provided, that, the Purchaser Indemnitees shall only be entitled to make a claim for Damages pursuant to Section 4.2(a)(vi) until the one year anniversary of the Closing. (d) Nothing in this Section 4 shall prevent Purchaser from bringing a common law action for fraud or obligationsintentational misrepresentation against any Person whose own fraud or intentional misrepresentation has caused Purchaser to incur indemnifiable Damages or limit the indemnifiable Damages recoverable by Purchaser in such common law action; provided, as Servicer or otherwisethat, in accordance with no Indemitee shall be entitled to recover more than once for the provisions of this Agreementsame idemnifiable Damages.

Indemnification by the Seller. Without limiting any other rights which (a) In the Trust may have hereunder or under applicable lawevent the Closing occurs, the Seller hereby agrees to shall indemnify and hold the Trust and Purchaser, any Affiliate of the Securitization Agent, and Purchaser or their respective current or future officers, directors, controlling persons, employees, agents, trustees successors and permitted assigns (collectively, the “Indemnified PartiesPurchaser Indemnitees”), ) harmless from and against and in respect of any and all losses, liabilities, damages, losses, claims, liabilities and related costs suits, proceedings, judgments, settlements and expenses, including reasonable legal fees attorneys’ fees, incurred by any such Purchaser Indemnitee (hereinafter “Purchaser Losses”) which arise out of or in connection with: (i) any breach by the Seller of any of the representations and disbursementswarranties contained in this Agreement, and the Ancillary Agreements or in any costs associated with other certificate, document or instrument delivered by the appointment of a Replacement Servicer, resulting from Seller pursuant to this Agreement (without giving effect to any materiality or Material Adverse Effect qualifications contained therein); (ii) any breach by the Seller’s or Servicer’s breach Seller of any of its duties agreements, covenants or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of in this Agreement, excludingthe Ancillary Agreements or in any other certificate, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, document or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, instrument delivered by the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating pursuant to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correctAgreement; (biii) the failure of Excluded Assets; (iv) the Excluded Liabilities; (v) any representation brokerage or warranty finder’s fees or statement made commissions or deemed made similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with the Seller (or any of Person acting on its officersbehalf) under or in connection with this Agreement any of the transactions contemplated hereby; or (vi) any noncompliance by the Seller with any bulk sales or, assuming the accuracy of the Purchaser’s representations in Section 6.7, fraudulent conveyance laws, in either case only to have been true the extent based on actions taken by the Seller, in respect of the transactions contemplated hereby. (b) The foregoing obligation to indemnify the Purchaser Indemnitees set forth in Section 11.2(a) shall be subject to each of the following limitations: (i) no indemnification for Purchaser Losses asserted against the Seller under Section 11.2(a)(i) (other than Section 5.16 (Employee Benefit Plans), Section 5.18 (Environmental Matters), or Section 5.21 (Tax Matters)) shall be required, unless and correct until the cumulative amount of such Purchaser Losses equals or exceeds $650,000 (the “Seller Deductible”) and then only to the extent that the cumulative amount of such Purchaser Losses, as finally determined, exceeds the Seller Deductible. In no event shall Purchaser Losses include special, indirect, incidental, consequential, or punitive damages, diminution in all respects when madevalue, lost profits or lost business opportunity; (ii) the Seller’s aggregate liability to the Purchaser Indemnitees under Section 11.2(a)(i) or (ii) for Purchaser Losses in excess of the Seller Deductible shall not exceed 20% of the Cash Purchase Price; and (iii) there shall be no indemnification for Purchaser Losses as a result of Assumed Liabilities. (c) If the failure by Closing occurs, then, except in cases of fraud or intentional misrepresentation, the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or indemnity provided in this Section 11.2 shall be the related Contract; or sole and exclusive remedy of the failure of any Pool Assets or Purchaser and the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as Purchaser Indemnitees against the Seller at law or in equity for any matter covered by Section 11.2(a) and creditors the Purchaser expressly waives and relinquishes, on behalf of itself, the Purchaser Indemnitees and their respective successors and permitted assigns, any and all other rights, claims or remedies such person may have against the Seller) co-ownership interest , including without limitation, any rights, claims or remedies that might exist under any Environmental Law, as presently in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filedforce or hereafter enacted, promulgated, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable amended (including, without limitation, a defense based on such Receivable or under the related Contract not being a legal, valid Comprehensive Environmental Response Compensation and binding obligation of such Obligor enforceable against it in accordance with its termsLiability Act (“CERCLA”), or any other claim resulting from similar state or relating local law) or at common law, provided, however, that nothing contained in this provision shall be deemed a waiver or relinquishment of any remedy or defense available to the transaction giving rise Purchaser in response to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or an Environmental Claim under any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claimEnvironmental Law, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e)including CERCLA, in the event that all or response to a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured claim initiated by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by ita third party, including, without limitationbut not limited to, the franchise taxes and sales, excise “contribution,” “divisibility,” “innocent purchaser,” or personal property taxes payable in connection with the Receivables; “bona fide prospective purchaser” (n) the failure by the Seller as such terms are defined or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreementunder CERCLA).

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the The Seller hereby agrees to indemnify and hold harmless the Trust Purchaser and the Securitization Agent, its affiliates against and their respective officers, agents, trustees and assigns in respect to all damages (collectively, the “Indemnified Parties”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”hereinafter defined) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject up to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time amount of the Purchase or Price. Damages, as used herein shall include any Increase at any subsequent time; (f) any dispute, claim, offset salary, wage, action, tax, demand, loss, cost, expense, liability (joint or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its termsseveral), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect theretopenalty, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by itdamage, including, without limitation, counsel fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same or in opposition to the franchise taxes and salesimposition thereof, excise or personal property taxes payable in connection with enforcing this indemnity, resulting to the Receivables; (n) Purchaser from any inaccurate representation made by or on behalf of the failure Seller in or pursuant to this Agreement, breach of any of the warranties made by or on behalf of the Seller in or pursuant to this Agreement, breach or default in the performance by the Seller of any of the obligations to be performed by it hereunder, or relating to any Form S-8 filed by the Company with the Securities and Exchange Commission prior to the date hereof. Any Damages incurred by the Purchaser shall first be settled by deducing said amount from the Holdback Amount. Notwithstanding the scope of the Seller's representations and warranties herein, or of any individual representation or warranty, or any disclosure to the Purchaser herein or pursuant hereto, or the Servicer definition of damages contained in the preceding sentence, or the Purchaser's knowledge of any fact or facts at or prior to be duly qualified to do businessthe Closing, to be in good standing damages shall also include all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to have filed appropriate registration documents in any jurisdiction; (obecome due) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free Company, as of the date hereof, whether known or unknown by the Seller; all claims, actions, demands, losses, costs, expenses, and clear liabilities resulting from any litigation from causes of action arising prior to the Closing involving the Company or any Security Interest created by or through stockholders thereof other than the Seller, whether existing or not disclosed to the Purchaser; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from (i) the Company's infringement or claimed infringement upon or acting adversely to the rights or claimed rights of any person under or in respect to any copyrights, trademarks, trademark rights, patents, patent rights or patent licenses; or (ii) any claim or pending or threatened action with respect to the matters described in clause (i); all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from the Company's failure in any respect to perform any obligation required by it to be performed at or prior to the Closing, or by reason of any default of the Company, at the time Closing, under any of the consummation contracts, agreements, leases, documents, or other commitments to which it is a party or otherwise bound or affected; and all losses, costs, and expenses (including without limitation all fees and disbursements of counsel) relating to damages. The Seller shall reimburse and/or pay on behalf of the transactions contemplated hereby Purchaser and/or the Company on demand for any payment made or required to be made by the Purchaser and/or the Company at any time thereafterafter the Closing based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, other than Security Interests created by demands or arising through actions, in respect to the Trust; (p) damages to which the foregoing indemnity relates. The Purchaser shall give, or the Purchaser shall cause the Company to give, the Seller written notice within 30 days after notification of any litigation threatened or instituted against the Company which might constitute the basis of a claim for personal injury, death, property damage or product liability which may arise indemnity by reason of, result from or be caused by, or relate the Purchaser and/or the Company against the Seller. Notwithstanding anything contained in this Agreement to the use, operation, maintenance or ownership ofcontrary, the Financed Vehicles; and (q) any material failure of right to indemnification described in this paragraph shall expire six months after the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementClosing.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the The Seller hereby agrees to indemnify and hold harmless the Trust Purchaser, its Affiliates and the Securitization Agent, its and their respective partners, directors, officers, agentsmanagers, trustees and assigns members, consultants, contractors, employees, representatives or agents (collectivelyeach, the a “Purchaser Indemnified PartiesParty”), ) from and against against, and will pay to each Purchaser Indemnified Party the amount of, any and all damagesLosses awarded against or incurred or suffered by such Purchaser Indemnified Party, losseswhether or not involving a Third Party Claim, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and arising out of (a) any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties representation or obligations hereunder (all of warranty made by the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by Seller in any of the Indemnified Parties and arising out Transaction Documents or certificates delivered by the Seller to the Purchaser in writing pursuant to this Agreement, (b) any breach of or default under any covenant or agreement of the Seller in any of the Transaction Documents, (c) any Excluded Assets or Excluded Liabilities and Obligations, and (d) any fees, expenses, costs, liabilities or other amounts incurred or owed by Seller or its Affiliates to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Agreement; provided, however, that the foregoing shall exclude any indemnification to any Purchaser Indemnified Party (i) that has the effect of imposing on Seller any recourse liability for the Purchased Assets because of the insolvency or other creditworthiness problems of the Licensee or the insufficiency of the Purchased Assets, whether as a result of the Seller’s amount of cash flow resulting from sales or Servicer’s licensing of the Royalty Product or otherwise, in each case unless resulting from the breach or violation default by Seller of this Agreementor under any of the Transaction Documents, excluding(ii) that results from the gross negligence, howeverwillful misconduct or fraud of any Purchaser Indemnified Party, amounts (iiii) resulting solely that results from the failure of Licensee to perform any Obligor to pay an amount owing of its obligations under a Pool Receivablethe Medco License Agreement, or (ii) unless directly resulting from gross negligence the breach or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made default by the Seller of or under the Medco License Agreement or hereunder or (iv) to the extent resulting from acts or omissions of the Seller based upon the written instructions from any of its officers) under or in connection with this Agreement Purchaser Indemnified Party. Any amounts due to have been true and correct in all respects when made; (c) the failure any Purchaser Indemnified Party hereunder shall be payable by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax Purchaser Indemnified Party upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreementdemand.

Indemnification by the Seller. Without limiting any other rights which From and after the Trust may have hereunder or under applicable law, the Seller hereby agrees to indemnify the Trust and the Securitization Agent, and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) aboveClosing, the Seller shall indemnify the Indemnified Parties Purchaser Indemnitees against, and hold them harmless from, any loss, liability, claim, obligation, damage or expense, including reasonable legal fees, costs and expenses, which shall include, for Indemnified Amounts awarded the avoidance of doubt, all reasonable legal fees, costs and expenses of enforcing a Purchaser Indemnitee’s or Seller Indemnitee’s rights pursuant to this Article IX (collectively, “Losses”), suffered or incurred as aforesaid by such Purchaser Indemnitees (without duplication for (i) any indemnification provided for in Section 9.01(a) and (ii) any indemnification that may be sought under more than one clause of this Section 9.02) arising from, relating to or resulting fromotherwise in respect of: (a) the failure any breach of any information representation or warranty of the Seller contained in a Portfolio Report Articles II or a Portfolio Certificate to be true and correct (including the failure III of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement or in any certificate delivered by the Seller pursuant to be true and correctthis Agreement; (b) the failure any breach of any representation or warranty or statement made or deemed made by covenant of the Seller (or any of its officers) under or contained in connection with this Agreement to have been true and correct in all respects when madeAgreement; (c) any liability or obligation under Environmental Law in connection with the failure by Business, including the Seller to comply with operation thereof (other than any applicable law, rule Pre-Closing Environmental Matters or regulation with respect relating to any Pool Assets Excluded Assets), to the extent arising out of actions, events or failures to act occurring prior to the related ContractClosing or arising out of conditions existing on or prior to the Closing, including any liability or obligation under Environmental Law to investigate or remediate any Release of Hazardous Materials, in connection with the operation of the Business, occurring on or prior to the Closing; or the failure Table of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation;Contents (d) the failure to vest in the Trust a valid and enforceable perfected first ranking any Excluded Liability (as against the Seller and creditors of the Seller) coincluding Pre-ownership interest in the Pool Receivables and the Related Security and Collections with respect theretoClosing Environmental Matters); (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent timeUncollectible Accounts; (f) any disputefees, claimcosts, offset expenses or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable payments incurred or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed owed by the Seller or any of its Affiliates acting as Servicer Transferred Entity to any agent, broker, financial advisor, investment banker or by other person that is or will be entitled to any agent broker’s or independent contractor retained by the Seller finder’s fee or any other commission or similar fee in connection with any of its Affiliates);the transactions contemplated by this Agreement; or (g) any failure of liability, obligation or commitment to the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding extent arising out of any claim, suit, action or in connection with goods, insurance other proceeding (whether now known or services that are pending or arising after the subject date of or secure any Contract; (ithis Agreement) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement any litigation, general liability, auto liability, workers’ compensation, product warranty or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result product liability of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge Business (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable outPre-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (mClosing Accrued Liability) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by events occurring on or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate prior to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementClosing.

Indemnification by the Seller. Without limiting any other rights which The Seller will indemnify and hold the Trust may have hereunder or under applicable lawBuyer, the Seller hereby agrees to indemnify the Trust and the Securitization Agent, its Affiliates and their respective directors, officers, managers, shareholders, partners, members, attorneys, accountants, agents, trustees representatives and employees and their heirs, successors and permitted assigns and the Companies (the “Buyer Indemnified Parties”) harmless from, against and in respect of any damages, losses, charges, liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties, costs and expenses, (including all remediation costs, fines, penalties and expenses of investigation and ongoing monitoring, attorneys’ fees and out of pocket disbursements) (collectively, the “Indemnified Parties”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified AmountsLosses”) awarded against imposed on, sustained, incurred or reasonably incurred by suffered by, or asserted or threatened against, any of the Buyer Indemnified Parties and Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to or arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure any breach or inaccuracy of any Obligor to pay an amount owing under a Pool Receivable, Seller Representation or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable Transaction Agreement; (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (gii) any failure of the Seller to perform its duties any covenant or obligations agreement of the Seller contained herein or in any other Transaction Agreement; (iii) any Taxes for which the Seller is liable in accordance with Section 7.5 and for which the provisions hereof Seller is not otherwise liable to indemnify the Buyer under Section 10.4(i) or (ii); (iv) the Excluded Subsidiaries (or relating to perform its duties the Excluded Subsidiaries); (v) the Pension Plans and (vi) the Lease Agreement, the Sublease Agreement or obligations the Assignment and Assumption Agreement (to the extent such Loss arose or existed prior to the Closing Date). Subject to the following sentence, the Seller shall have no obligation to indemnify the Buyer under this Section 10.4(i) unless and until the Contracts; aggregate amount of all Losses for which the Seller is liable under this Section 10.4 exceeds $100,000 at which time the Seller’s indemnity obligation shall extend to the entire amount of the Loss including the first $100,000 thereof. In no event shall the aggregate liability of the Seller with respect to all claims of indemnification under clause (hi) above exceed (A) 40% of the Cash Payment with respect to any products liability Loss relating to or other claim, investigation, litigation or proceeding arising out of any Seller Representation or any representation or warranty made by the Seller in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge other Transaction Agreement (other than any tax upon the Seller Representation contained in Section 5.11) or measured by net income or gross receipts), all interest (B) the sum of the Cash Payment and penalties thereon or the Note Payment with respect theretoto any Loss relating to or arising out of Section 5.11; provided, and all reasonable out-of-pocket costs and expenseshowever, including that the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests limitations set forth in the Receivables Pool or in preceding two (2) sentences of this Section 10.4 shall not apply to any Related Security or Contract; (m) the failure by the Seller or the Servicer Loss relating to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injuryout of Sections 5.1, death5.2, property damage 5.3, 5.4, 5.5 or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreement5.6.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law(a) Subject to Sections 10.1 and 10.2(b), the Seller hereby agrees to indemnify the Trust and the Securitization AgentPurchaser against, and their respective officersagrees to hold it harmless from, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with Indemnifiable Losses actually incurred or suffered by the appointment of a Replacement Servicer, resulting from Purchaser which are the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a direct result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts of: (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, inaccuracy or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure breach of any representation or warranty or statement made or deemed made by the Seller (in this Agreement or any of its officersthe Seller's Related Agreements; (ii) under any breach of any covenant or in connection with agreement to be performed by the Seller pursuant to this Agreement to have been true or any of the Seller's Related Agreements; and correct in all respects when made; (ciii) the failure by of the Seller to comply with any applicable law, rule or regulation with respect the "bulk sales" laws referred to in Section 11.5. (b) The Seller shall be required to indemnify the Purchaser hereunder as to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against particular breach by the Seller of its representations, warranties, covenants and creditors agreements hereunder, only if, and only to the extent that, the Purchaser's Indemnifiable Losses in respect of all such breaches, together with BlackRock's Corresponding Indemnifiable Losses in respect of all such breaches under the BlackRock Asset Purchase Agreement, exceeds a deductible amount of $931,793, and the Seller's indemnification obligation will be limited to such excess. Notwithstanding the foregoing, a breach of the Seller) co-ownership interest in 's obligation to pay any adjustment upon the Pool Receivables determination of the Net Credit, a breach of Section 4.12, and the Related Security Seller's obligation under Section 10.2(a)(iii) shall not be subject to the foregoing limitation, and Collections with the amount of the Indemnifiable Losses and Corresponding Indemnifiable Losses in respect thereto; (e) thereof or in respect of the failure to have filed, or any delay Corresponding Provisions shall not be counted in filing, financing statements or other similar instruments or documents determining whether such limitation has been satisfied. The maximum aggregate amount of liability of the Seller hereunder and under the PPSA of any applicable jurisdiction or other applicable laws with respect Corresponding Provision shall be limited to any Pool Receivables and an amount equal to the Related Security and Collections in respect thereof, whether at the time sum of the Purchase or any Increase at any subsequent time;Price and the Corresponding Purchase Price. (fc) If the Purchaser shall become aware of any dispute, claim, offset or defense (other than discharge in bankruptcy condition which could give rise to liability of the Obligor) Seller under this Article X, the Purchaser shall use its commercially reasonable efforts to minimize the amount of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable damages or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving losses that may give rise to such Receivable liability (and if the Seller has breached this Agreement, any expenses incurred by the Purchaser to minimize the amount of such losses or relating damages will, subject to collection activities with respect to such Receivable (if such collection activities were performed the limitations in Section 10.2(b), be reimbursed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate applied to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, deductible amount contemplated in accordance with the provisions of this AgreementSection 10.2(b)).

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the (a) The Seller hereby agrees to indemnify indemnify, defend and hold harmless the Trust Buyer and the Securitization Agenteach of its shareholders, officers and their respective officersdirectors, agentsAffiliates, trustees agents and assigns (collectively, the “Indemnified Parties”), employees from and against and in respect of any and all damages, losses, claims, liabilities, diminution of value, or expenses suffered or incurred by any such party (whether as a result of third party or other claims (whether valid or not), demands, suits, causes of action, proceedings, investigations, judgments or liabilities and related costs and expensesor otherwise), including reasonable legal fees costs of defense and disbursementsreasonable attorneys' fees, and assessed, incurred or sustained by or against any costs associated of them (in each case net of any tax benefits received, but only when such benefits are actually used by Buyer), with the appointment respect to, by reason of a Replacement Servicer, resulting from the Seller’s or Servicer’s arising out of (i) any breach of any of its duties the representations or obligations hereunder (all warranties of the foregoing being collectively referred Seller set forth herein or in any other agreement or instrument executed by the Seller in connection herewith (for purposes of this Article VII only, disregarding any "material", "in all material respects", "taken as a whole" or having "a Material Adverse Effect" qualification or limitation provided in any such representation and warranty in determining the existence and extent of any such breach), (ii) any breach or other failure to as “Indemnified Amounts”) awarded against perform any covenant, agreement or reasonably incurred by any obligation of the Indemnified Parties Seller set forth herein or in any other agreement or instrument executed by the Seller in connection herewith (for purposes of this Article VII only, disregarding any "material", "in all material respects", "taken as a whole" or having "a Material Adverse Effect" qualification or limitation provided in any such covenant in determining the existence and extent of any such breach), (iii) any Excluded Liability (including without limitation any Excluded Liability that becomes, or is alleged to have become, a liability of the Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of law), (iv) any failure to obtain any required Consent, (v) any disposal or transport of Hazardous Substances by Seller or its Affiliates at or to property other than the Real Property, (vi) any liability under any sales contract that is an Assumed Contract resulting because Seller's obligations under such sales contract are past due as of the Closing, or (vii) any violation of Environmental Law or presence or release of Hazardous Substance at, arising out of or with respect to the Plants, the Business or the Real Property known by or made known to Seller prior to Closing (including but not limited to the violations of Environmental Law and presence or release of Hazardous Substances set forth in the Environmental Reports or on Schedule 4.1.11, each as updated by Seller or Buyer prior to Closing) (the "Seller Known Environmental Conditions"), in all cases subject to each of the terms, conditions and limitations set forth in this Article VII. In addition to and without limiting the generality of the foregoing, Seller (A) agrees to undertake, at its expense, all investigation, remediation and other response required by applicable Environmental Laws to be conducted as a result of the Seller’s Seller Known Environmental Conditions, (B) shall indemnify and defend Buyer against any claim or Servicer’s breach liability arising out of such investigation, remediation and other response, and (C) shall indemnify and defend Buyer against any claim of or violation of this Agreementliability to any third party with respect to the Seller Known Environmental Conditions, excluding, however, amounts (i) resulting solely from the failure of any Obligor all such environmental remediation to pay an amount owing under be controlled by Seller and conducted in accordance with applicable law and in a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part manner that does not interfere unreasonably with Buyer's operation of the Trust Plants or the Securitization Agent. Without limiting Business following Closing; provided that Seller's obligation to conduct such remediation or other response shall be limited to the generality work reasonably necessary to (1) address requirements imposed by Environmental Laws and governmental authorities and (2) continue operation of the foregoing but subject to Purchased Assets for the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable purposes operated as of the date hereof. Imposition of such calculationinstitutional or engineering controls acceptable to all governmental authorities with jurisdiction shall be deemed an acceptable means of remediation for the purposes of this Agreement; provided, further, that they do not result in any substantial loss, cost, expense, loss of production or profits, loss of value, interference with operations (whether existing or planned), or the failure risk of any other information provided claims or liability of, to the Trust or against Buyer or the Securitization Agent with respect to Receivables Purchased Assets (or this Agreement to be true and correct;any of them). (b) The Seller agrees to indemnify, defend and hold harmless the failure Buyer and each of its shareholders, officers and directors, Affiliates, agents and employees from and against and in respect of fifty percent (50%) of any representation and all damages, losses, claims, liabilities, diminution of value, or warranty expenses suffered or statement made incurred by any such party (whether as a result of third party or deemed made other claims (whether valid or not), demands, suits, causes of action, proceedings, investigations, judgments or liabilities or otherwise), including reasonable costs of defense and reasonable attorneys' fees, assessed, incurred or sustained by the Seller (or against any of its officersthem (in each case net of any tax benefits received, but only when such benefits are actually used by Buyer), with respect to, by reason of or arising out claims, suits or causes of action of the employees set forth on Schedule 7.1(b) under relating to pulmonary function (as updated through Closing), but only to the extent such claims, suits or in connection with this Agreement to have been true and correct in all respects when made;causes of action were brought or asserted within the period ending ten years after the Closing Date. (c) The Seller agrees to indemnify, defend and hold harmless the failure Buyer and each of its shareholders, officers and directors, Affiliates, agents and employees from and against and in respect of any interruption whatsoever of the Business as operated by Buyer after the Seller to comply with Closing, including without limitation any applicable lawadverse effect on or interruption of any production, rule billing or regulation with respect shipping function of the Business whatsoever (each an "Interruption") and any and all damages, losses, claims, liabilities, diminution of value, or expenses suffered or incurred by any such party (whether as a result of third party or other claims (whether valid or not), demands, suits, causes of action, proceedings, investigations, judgments or liabilities or otherwise), including reasonable costs of defense and reasonable attorneys' fees, assessed, incurred or sustained by or against any of them (in each case net of any tax benefits received, but only when such benefits are actually used by Buyer) related to any Pool Assets Interruption, by reason of or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goodsrelated to any failure of any Purchased Software, insurance or services that are the subject of or secure any Contract; at no additional cost and without human intervention, to: (i) include year 2000 date conversion capabilities, including date data century recognition, calculations that accommodate same century/multi-century formulas and date values, and correct sort ordering and date data interface values that reflect the commingling of Collections of Pool Assets at any time with other funds; century; (jii) any investigationautomatically compensate for and manage and manipulate data involving dates, litigation including single-century formulas and multi-century formulas, and not cause an abnormal event or proceeding related to this Agreement abort within the application or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction result in the Investment as a result generation of incorrect values or invalid outputs involving such dates; (iii) provide that all date related user interface functionalities and data fields include the indication of the payment correct century; and (iv) provide that all date related system to system or application to application data interface functionalities will include the indication of allocations the correct century; provided that Seller shall not be required to indemnify any Person under this Section 7.1(c) unless and until the aggregate amount of Collections pursuant to Sections 2.6(c), 2.6(eindemnification liability under this Section 7.1(c) or 2.10(e)shall have exceeded $150,000, in which such Person shall be entitled only to the event that all or a portion excess amount of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreementindemnification over $150,000.

Indemnification by the Seller. Without limiting any other rights which From and after the Trust may have hereunder or under applicable lawClosing (but subject to Section 6.1), the Seller hereby agrees to shall hold harmless and indemnify the Trust Purchaser from and the Securitization Agentagainst, and their respective officersshall compensate and reimburse Purchaser for, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s Damages which are suffered or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by Purchaser or to which Purchaser may otherwise become subject (regardless of whether or not such Damages relate to any of the Indemnified Parties third-party claim) and arising out of which arise from or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivableof, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting fromare connected with: (a) the failure any inaccuracy in or breach of any information contained representation or warranty made by the Seller in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure Section 2 of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable this Agreement as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correctAgreement; (b) the failure any breach of any representation covenant or warranty or statement made or deemed made by obligation of the Seller (or any of its officers) under or set forth in connection with this Agreement to have been true and correct in all respects when madeAgreement; (c) the failure by any Liability of the Seller (including Liabilities pertaining to comply with any applicable law, rule or regulation with respect to any Pool the Transferred Assets or the related Contractownership and operation of the Business, in each case pertaining to the period prior to the Closing) to which Purchaser becomes subject, other than the Assumed Liabilities; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation;or (d) any Liability relating to the failure matter set forth on Part 6.2(d) of the Disclosure Schedule (the “Specified Claim Liability”), provided, that, notwithstanding anything to vest the contrary in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of foregoing or elsewhere in this agreement, the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws 's indemnification obligations with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or Specified Claim Liability shall survive any other claim resulting from scheduled termination of its warranties or relating to indemnification obligations under this agreement. provided, that except in the transaction giving rise to such Receivable or relating to collection activities case of fraud, Seller's indemnification obligations with respect to the Specified Claim Liability, and except for breaches of Section 7.5 (Covenant not to Compete), and Section 6.2(c), the exclusive method of compensating and reimbursing Purchaser for any such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any Damages shall be a reduction in the Investment as a result number of the payment of allocations of Collections Escrowed Shares pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementSection 6.4 (which Escrowed Shares shall then be returned to Purchaser).

Indemnification by the Seller. Without limiting (a) The Seller agrees that the Seller shall fully indemnify the Buyer against any and all loss, cost, liability, or expense (including, without limitation, costs and expenses of litigation and, to the extent permitted by law, reasonable attorney’s fees) incurred by the Buyer by reason of (i) the incorrectness of any of the representations or warranties, or the breach of any of the covenants or agreements of the Seller contained in this Contract or in any other rights which instrument executed or delivered by such Seller in connection with this Contract or given on or before the Trust may have hereunder Closing Date; and (ii) the Seller’s breach, on or under applicable lawbefore the Closing Date, of any agreements with third parties in connection with the Company and/or Haimeng; or (iii) the assertion against the Buyer or the Company and/or Haimeng of any liability or obligation of the Company and/or Haimeng arising or accruing prior to the Closing Date. (b) If a claim is made after the Closing Date against the Buyer, the Company and/or Haimeng due to a product manufactured or a service provided prior to the Closing Date, the Seller hereby agrees to indemnify shall fully indemnify, defend and hold the Trust and the Securitization Agent, and their respective officers, agents, trustees and assigns (collectivelyBuyer, the “Indemnified Parties”)Company and/or Haimeng, as the case may be, harmless from and against any and all damages, losseslawsuits, claimscosts, liabilities expenses, fines and related costs and expensespenalties, including reasonable legal attorney fees and disbursementsinterest incurred by the Buyer, the Company and/or Haimeng, as the case may be, in connection with or arising from such claim. (c) If after the Closing Date a third party makes a claim against the Buyer, the Company and/or Haimeng of any liability or obligation of the Company and/or Haimeng indemnified by the Seller in accordance with Sections 11.2(a) and 11.2(b) (a “Third Party Claim”), the Buyer will notify the Seller of such Third Party Claim and turn over such Third Party Claim to the Seller. The Seller shall exercise his own discretion to determine whether he wishes to bring proceedings or to defend such Third Party Claim at his own cost and expense. If the Seller fails to bring proceedings or defend such Third Party Claim within 90 days or such shorter period as required by any costs associated with applicable procedural court or arbitration rules and regulations, during which the appointment Third Party Claim is required to be answered, after the Buyer notifies the Seller of a Replacement Servicersuch Third Party Claim, resulting from the Buyer, the Company and/or Haimeng, as the case may be, shall have the right, but no obligation, to bring proceedings or to defend such Third Party Claim at the Seller’s or Servicer’s breach cost and expense and such entity shall have sole control of any of its duties such proceedings or obligations hereunder defense. (all of d) To recover amounts eligible for indemnification under Sections 11.2(a) and 11.2(b) (each an “Indemnification Amount”), the foregoing being collectively Buyer may withdraw the Escrow Funds from the Escrow Account in accordance with the Escrow Agreement. If the Escrow Funds are less than an Indemnification Amount the Buyer is entitled to withdraw (the difference is hereinafter referred to as an “Indemnified AmountsIndemnification Shortfall”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above), the Seller shall indemnify make up the Indemnified Parties for Indemnified Amounts awarded or incurred Indemnification Shortfall to the Buyer through payment of cash with 60 days after such shortfall is ascertained by the Buyer. If the Seller fails to make up the Indemnification Shortfall within such 60 day period, the Buyer may purchase Remaining Shares from the Seller such that the value of those Remaining Shares so purchased equals the Indemnification Shortfall. For the purpose of this Section 11.2 only, the Remaining Shares shall be valued equally to their option value as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as determined by Schedule 3 of the date of Shareholders’ Agreement attached hereto as Schedule 7. The costs, taxes and fees associated with such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or a purchase under this Agreement to Section shall be true and correct; (b) the failure of any representation or warranty or statement made or deemed made borne exclusively by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (shall not be counted as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementIndemnification Amount.

Indemnification by the Seller. Without limiting any other rights which (a) From and after the Trust may have hereunder or under applicable lawClosing, the Seller hereby agrees to shall indemnify Purchaser, its Affiliates (including the Trust Company and the Securitization Agent, its Subsidiaries) and each of their respective officers, agentsdirectors, trustees employees, stockholders, agents and assigns representatives (collectively, the “Indemnified PartiesPurchaser Indemnitees”)) against and hold them harmless from, from and against any and all damagesloss, lossesliability, claimsClaim, liabilities and related costs and expenses, damage or expense (including reasonable legal fees and disbursementsexpenses) (collectively, “Losses”), suffered or incurred by any such Purchaser Indemnitee arising from, relating to or otherwise in respect of, without duplication: (i) any breach as of the Closing Date of any representation or warranty of the Company which survives the Closing (and has not otherwise expired) contained in Article II of this Agreement; (ii) any costs breach of any covenant of the Company contained in Article V of this Agreement requiring performance prior to the Closing Date; (iii) any fees, expenses or other payments incurred or owed by the Company (in each case as of the Closing Date) to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Agreement; and (iv) any liabilities incurred by the Company associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct matter disclosed on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject Schedule 2.11 for periods prior to the restrictions in clauses Closing Date. (ib) From and (ii) aboveafter the Closing, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded Purchaser Indemnitees against any Losses suffered or incurred as aforesaid by any such Purchaser Indemnitee directly arising from, relating to or resulting fromotherwise in respect of: (ai) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable breach as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure Closing Date of any representation or warranty or statement made or deemed made by of the Seller that survives the Closing (or and has not otherwise expired) contained in Article III of this Agreement. (ii) any breach of its officers) under or any covenant of the Seller contained in connection with Article V of this Agreement to have been true and correct in all respects when made;Agreement. (c) Notwithstanding anything contained herein to the failure by contrary, the Seller shall not be required to comply with indemnify any Purchaser Indemnitee, and shall not have any liability: (i) under Section 8.01(a)(i) and Section 8.01(b) unless the aggregate of all Losses for which the Seller would, but for this clause (i), be liable thereunder exceeds on a cumulative basis an amount equal to one and a half percent (1.5%) of the Purchase Price, and then only to the extent of any such excess; (ii) under Section 8.01(a)(i) and Section 8.01(a)(ii) and under Section 8.01(b) for any breach if Section 6.05 is applicable lawto such breach; (iii) under Section 8.01(a)(i) and under Section 8.01(b) in excess of ten percent (10%) of the Purchase Price; and (iv) under Section 8.01 to the extent such amount was taken into account in determining Closing Working Capital. (d) Except as otherwise specifically provided in this Agreement or in any Ancillary Agreement, rule or regulation Purchaser acknowledges that its sole and exclusive remedy after the Closing with respect to any Pool Assets and all Claims relating to this Agreement and the Ancillary Agreements, the Transaction and the other transactions contemplated hereby and thereby, the Company or any Subsidiary and their respective assets and liabilities (other than Claims of fraud) shall be pursuant to the related Contract; or indemnification provisions set forth in this Article VIII and, prior to May 31, 2007, shall be asserted first against the failure General Escrow (and not the Seller individually) and pursuant to the Escrow Agreement. In furtherance of the foregoing, each of Purchaser and the Company hereby waives, from and after the Closing, to the fullest extent permitted under Applicable Law, any Pool Assets or the related Contract to conform to any such applicable lawand all rights, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as Claims for damages it may have against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filedarising under, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from upon or relating to the transaction giving rise Transaction, this Agreement, any Ancillary Agreement, any document or certificate delivered in connection herewith, any Applicable Law, common law or otherwise (except pursuant to such Receivable or relating the indemnification provisions set forth in this Section 8.01). This Section 8.01(d) shall not limit Purchaser’s right, in any arbitration before the Accounting Firm pursuant to collection activities with respect Section 1.04, to such Receivable (if such collection activities were performed by assert that the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations Closing Statement was not prepared in accordance compliance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreement.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable lawFrom and after Closing, Purchaser Parent, the Seller hereby agrees to indemnify the Trust and the Securitization Agent, Purchaser and their respective Affiliates, officers, directors, employees, agents, trustees successors and assigns (collectively, each a “Purchaser Indemnified Party”) shall be indemnified and held harmless by the “Indemnified Parties”), from Seller for and against any and all damagesLiabilities, losses, damages, claims, liabilities and related costs and expenses, interest, awards, judgments and penalties (including reasonable legal attorneys’ and consultants’ fees and disbursements, and expenses) actually suffered or incurred by them (including any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s Action brought or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred otherwise initiated by any of them) which have been agreed or determined by (x) settlement between the Indemnified Parties Seller and Purchaser, (y) legal or arbitration proceedings between the Seller and the Purchaser which judgment has been given for the Purchaser and where such judgment or award is either no longer subject to appeal or has not been applied with a period of 60 days after the date of the relevant judgment (whichever is earlier), or (z) the enforcement of any such settlement referred to in (x) or (y) (hereinafter a “Loss”), arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) (i) the failure of any information of the Seller’s representations and warranties contained in a Portfolio Report or a Portfolio Certificate Article III of the Original MPA made as of the date thereof to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation)the Original MPA, or (ii) the failure of any other information provided of the Seller’s Warranties, subject to any qualifications in the Trust or the Securitization Agent with respect to Receivables or this Agreement Disclosure Schedule, to be true and correct; correct as of the Closing with the same force as if made as of the Closing, (biii) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or Seller Affiliate contained in connection with this Agreement the Original SPA to have been be true and correct in all respects when made; as of the date made thereof; (civ) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets representation or warranty made by the Seller or any Seller Affiliate contained in the Securities Purchase Agreement, the NewCo2 Subscription or the related Contract TAHM Share Purchase Agreement to conform be true and correct as of the Closing with the same force as if made as of the Closing; (v) the failure of any representation or warranty made by the Seller contained in the TAHM Share Purchase Agreement (subject to any updated disclosures provided by TAHM in accordance with Section 6.05(b)) to be true and correct as of the TAHM Closing with the same force as if made as of the TAHM Closing (in the case of each of (i) to (v), the determination of whether such applicable law, rule breach or regulationfailure occurred and the calculation of Losses to be made without giving effect to any limitations as to materiality or “Material Adverse Effect” set forth therein); (db) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA breach of any applicable jurisdiction covenant or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed agreement by the Seller or any of its Affiliates acting as Servicer contained in this Agreement, the Original MPA, the Securities Purchase Agreement, the NewCo2 Subscription Agreement or by the TAHM Share Purchase Agreement; (c) any agent Liabilities of NewCo2 or independent contractor retained by the MEB Group Entities (other than the TAHM Entities) arising prior to the Closing, (i) incurred prior to the Balance Sheet Date and not reflected or reserved against or disclosed on the Financial Statements; (ii) incurred since the Balance Sheet Date not in the ordinary course of business; or (iii) incurred in connection with the Pre-Closing Restructuring; (d) any Liabilities of the TAHM Entities arising prior to the TAHM Closing, (i) incurred prior to the Balance Sheet Date and not reflected or reserved against or disclosed on the Financial Statements; (ii) incurred since the Balance Sheet Date not in the ordinary course of business; or (iii) incurred in connection with the Pre-Closing Restructuring; (e) any Liabilities of AAPC Shanghai whether arising before or after the Closing, arising out of any action, inaction, event, condition, liability or obligation of the Seller or any of its Affiliates); Affiliates (gincluding AAPC Shanghai) occurring or existing prior to the Closing, but excluding any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or Liabilities that are incurred in connection with goods, insurance or services that are the subject of or secure any Contract; with: (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result operation of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; MEB Business (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by it, including, without limitation, any matters under the franchise taxes MEB Subject Hotel Management Agreement) or LUB Business from and salesafter the Closing; or (ii) the Pre-Closing Restructuring; (f) any Liabilities of the TAHM Entities whether arising before or after the TAHM Closing, excise arising out of any action, inaction, event, condition, liability or personal property taxes payable obligation of the Seller or any of its Affiliates (including the TAHM Entities) occurring or existing prior to the Closing, but excluding any Liabilities that are incurred: (i) in connection with the Receivables;operation of the MEB Business pursuant to the TAHM Subject Hotel Agreements and the TAHM Leased Real Property from and after the Closing, as applicable; or (ii) the Pre-Closing Restructuring; or (ng) the failure reasonable costs and expenses incurred by the Seller or Purchaser Indemnified Parties up to six (6) months after the Servicer Closing for efforts to be duly qualified to do businessmake additional inquiries at, to be in good standing or to have filed appropriate registration documents complete the Foreign Invested Real Estate Enterprise Registration (外商投资房地产企业备案) with, the competent Governmental Authorities. To the extent that the Seller’s undertakings set forth in this Section 9.02 may be unenforceable, the Seller shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Purchaser Indemnified Parties. Notwithstanding this Section 9.02, the parties agree that the Seller’s obligation to indemnify any jurisdiction; Purchaser Indemnified Party does not extend to: (oi) any amount adjusted for pursuant to Section 2.07 of this Agreement or Section 2.05 of the failure to vest and maintain vested in TAHM Share Purchase Agreement, or (ii) any overlapping indemnity claims made by the Trust a perfected ownership interest Purchaser Indemnified Parties in respect of the Trust’s Co-Ownership Interest free and clear of same Loss arising under this Agreement and/or any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreement.Transaction Documents. 80

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable lawSubject to Sections 7.6 and 7.7, the Seller hereby agrees to shall defend, indemnify and hold harmless the Trust Buyer Parties and the Securitization Agent, Acquired Companies and their respective directors, officers, agentsemployees, trustees stockholders, members, partners, Affiliates, and successors and assigns (collectively, the “Purchaser Indemnified Parties”), ) from and against and pay or reimburse the Purchaser Indemnified Parties for any and all damagesIndemnified Losses resulting from, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivablerelating to, or (ii) resulting from gross negligence arising directly or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting fromindirectly out of: (a) the failure any inaccuracy in or breach of any information representation or warranty made by the Seller herein or in any certificate or other document executed and delivered in connection herewith; provided, however, that notwithstanding anything contained herein to the contrary, the disclosure contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure Purchaser Environmental Reports shall for all purposes of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correctdisregarded for purposes of determining if there is any inaccuracy in or breach of Seller’s representation or warranty in Section 4.27 (Environmental); (b) the failure any breach of any representation covenant or warranty or statement made or deemed made by obligation of the Seller (pursuant to this Agreement or any of its officers) under or other document executed and delivered in connection with this Agreement to have been true and correct in all respects when madeherewith; (c) the failure by the Seller to comply with any applicable law, rule Taxes of any Acquired Company (or regulation with respect any member or other equity holder thereof) unpaid and due and payable (without regard to any Pool Assets or extensions of time to file obtained in connection therewith) as of the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulationClosing Date; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filedany debts, or any delay in filingobligations, financing statements trade payables or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by itliabilities, including, without limitation, Tax liabilities, of any Acquired Company that are required by GAAP to be reflected or reserved against on the franchise taxes Company Acquisition Balance Sheet as of June 30, 2012 and saleswhich are not so reflected or reserved against; (e) any obligations or other liabilities of any Acquired Company related to any change of control or other payments or obligations arising under or related to the Company’s Phantom Interest Plan, excise dated July 2, 2008, or personal property taxes payable any other similar agreement; (f) fees, expenses or claims of any broker, finder, or other Person acting in a similar capacity on behalf of the Seller or any Acquired Company in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehiclesherein contemplated; and (qg) any material failure additional income taxes (whether federal or state) payable by the Company for the year ended December 31, 2011 based upon a tax authority’s recharacterization of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this Agreementreported transactions.

Indemnification by the Seller. Without limiting any other rights which the Trust Purchaser, any assignee of the Purchaser or any such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under applicable lawApplicable Law, the Seller hereby agrees to indemnify the Trust and the Securitization Agent, and their respective officers, agents, trustees and assigns (collectively, the “any Indemnified Parties”), Party from and against any and all damagescosts, expenses, losses, damages, claims, liabilities and related costs and expensesliabilities, including reasonable legal attorneys’ fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder disbursements (all of the foregoing foregoing, being collectively referred to as as, “Indemnified Amounts”) ), awarded against or reasonably incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party or any of the Indemnified Parties and them arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, Agreement excluding, however, (a) any such amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivablegross negligence, bad faith or (ii) resulting from gross negligence or wilful willful misconduct on the part of the Trust applicable Indemnified Party or (b) Loan Assets that are uncollectible due to the Securitization AgentObligor’s financial inability to pay. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) aboveforegoing, the Seller shall indemnify the each Indemnified Parties Party for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from:from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above): (ai) any Person’s use, ownership or operation of any Underlying Collateral to the extent that such use, ownership or operation took place prior to the Purchase Date with respect to the related Sale Portfolio; (ii) any action taken by the Seller, other than in accordance with this Agreement, in respect of any portion of the Sale Portfolio; (iii) any taxes (other than taxes based upon the net or gross income of an Indemnified Party and taxes that would constitute Excluded Amounts) that may at any time be asserted against any Indemnified Party with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, stamp or license taxes and costs and expenses in defending against the same, arising by reason of the acts to be performed by the Seller under this Agreement and imposed against such Indemnified Party. Without limiting the foregoing, in the event that the Purchaser, the Trustee, the Collateral Custodian, the Bank, the Servicer, the Note Purchaser or the Agent receives actual notice of any Transfer Taxes arising out of the Sale of any Sale Portfolio from the Seller to the Purchaser under this Agreement, on written demand by such party, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Purchaser, the Trustee, the Collateral Custodian, the Bank, the Servicer, the Note Purchaser and the Agent harmless, on an after-tax basis, from and against any and all such Transfer Taxes (it being understood that the Purchaser, the Trustee, the Collateral Custodian, the Bank, the Servicer, the Note Purchaser and the Agent shall have no contractual obligation to pay such Transfer Taxes); (iv) the failure by the Seller to pay when due any Taxes due by the Seller for which the Seller is liable, including without limitation, sales, excise or personal property taxes payable in connection with the Sale Portfolio; (v) the negligence, willful misconduct or bad faith of the Seller in the performance of its duties under this Agreement or by reason of reckless disregard of the Seller’s obligations and duties under this Agreement; (vi) any failure of the Seller to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Transaction Documents to which it is a party or any failure by the Seller or any Affiliate thereof to perform its respective duties under any Sale Portfolio; (vii) the failure of any information contained in a Sale Portfolio Report or a Portfolio Certificate to be true and correct (including the failure comply with all requirements of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable Applicable Law as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correctits Purchase Date; (bviii) the failure of any representation or warranty or statement made or deemed made by the Seller (or any to comply with all requirements of its officers) under or in connection with this Agreement to have been true and correct in all respects when madeSection 6.1 hereof; (cix) the failure by the Seller to comply with any applicable lawterm, rule provision or regulation covenant contained in this Agreement or any agreement executed in connection with respect to this Agreement, any Pool Assets Transaction Document or the related Contract; or the failure of with any Pool Assets or the related Contract to conform to any such applicable law, rule or regulationApplicable Law; (dx) any representation or warranty made or deemed made by the Seller, or any of its officers, under or in connection with this Agreement or any other Transaction Document, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered; (xi) the failure to vest and maintain vested in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-Purchaser an undivided ownership interest in the Pool Receivables Sale Portfolio, together with all Interest Collections and Principal Collections, free and clear of any Lien (other than Permitted Liens) whether existing at the Related Security and Collections with respect theretotime of any Purchase or at any time thereafter; (exii) the failure to have filedfile, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the PPSA UCC of any applicable jurisdiction or other applicable laws Applicable Law with respect to any Pool Receivables and the Related Security and Collections in respect thereofSale Portfolio, whether at the time of the any Purchase or any Increase at any subsequent time; (fxiii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment of with respect to any Pool Receivable Sale Portfolio (including, without limitation, a defense based on such Receivable or the related Contract Sale Portfolio not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (gxiv) any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Seller to perform its duties qualify to do business or obligations in accordance with the provisions hereof file any notice or to perform its duties business activity report or obligations under the Contractsany similar report; (hxv) any products liability action taken by the Seller in the enforcement or other collection of any Sale Portfolio; (xvi) any claim, investigation, litigation suit or proceeding action of any kind arising out of or in connection with goods, insurance or services that are the subject of or secure Environmental Laws including any Contractvicarious liability; (ixvii) the commingling of Interest Collections of Pool Assets and Principal Collections on the Sale Portfolio at any time with other fundsfunds of the Seller; (jxviii) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer security interest in the Sale Portfolio granted hereunder; (xix) any failure by the Purchaser to pay when due give reasonably equivalent value to the Seller in consideration for the transfer by the Seller to the Purchaser of any taxes payable item of the Sale Portfolio or any attempt by itany Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables;Bankruptcy Code; or (nxx) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller or any of its agents or representatives to perform its duties remit to the Purchaser Interest Collections and Principal Collections on the Sale Portfolio remitted to the Seller or obligationsany such agent or representative as provided in this Agreement. (A) Any amounts subject to the indemnification provisions of this Section 9.1 shall be paid by the Seller to the Indemnified Party within five Business Days following such Person’s demand therefor. (B) If for any reason the indemnification provided above in this Section 9.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Seller shall contribute to the amount paid or payable by such Indemnified Party as Servicer a result of such loss, claim, damage or otherwiseliability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Seller as the case may be, on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (C) Indemnification under this Section 9.1 shall be in accordance with an amount necessary to make the provisions Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the receipt of the indemnity provided hereunder, including the effect of such tax or refund on the amount of tax measured by net income or profits that is or was payable by the Indemnified Party. (D) The obligations of the Seller under this Section 9.1 shall survive the termination of this Agreement.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the The Seller hereby agrees to indemnify the Trust and the Securitization Agenthold ----------------------------- harmless PTS against and in respect to all damages (as hereinafter defined) in excess of $5,000.00. Damages, as used herein shall include any claim, salary, wage, action, tax, demand, loss, cost, expense, liability (joint or several), penalty, and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to the transaction giving rise to such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with goods, insurance or services that are the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or in respect of any Pool Receivable, Related Security or Contract; (k) any reduction in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller or the Servicer to pay when due any taxes payable by itdamage, including, without limitation, counsel fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same or in opposition to the franchise taxes and salesimposition thereof, excise or personal property taxes payable in connection with enforcing this indemnity, resulting to PTS from any inaccurate representation made by or on behalf of the Receivables; (n) Seller in or pursuant to this Agreement, breach of any of the failure warranties made by or on behalf of the Seller in or pursuant to this Agreement, or breach or default in the performance by the Seller of any of the obligations to be performed by him hereunder. Notwithstanding the scope of the Seller's representations and warranties herein, or of any individual representation or warranty, or any disclosure to PTS herein or pursuant hereto, or the Servicer definition of damages contained in the preceding sentence, or PTS's knowledge of any fact or facts at or prior to be duly qualified to do businessthe Closing, to be in good standing damages shall also include all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to have filed appropriate registration documents in any jurisdiction; (obecome due) of GBI, as of the failure to vest and maintain vested date hereof not reflected in the Trust a perfected ownership interest in respect Financial Statement or any other exhibit furnished hereunder, whether known or unknown by the Seller; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation from causes of action arising prior to the Trust’s Co-Ownership Interest free and clear of Closing hereunder involving GBI or any Security Interest created by or through owners thereof other than the Seller, whether existing at or not disclosed to PTS; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from (i) GBI's infringement or claimed infringement upon or acting adversely to the time rights or claimed rights of the consummation of the transactions contemplated hereby any person under or at in respect to any time thereaftercopyrights, other than Security Interests created by trademarks, trademark rights, patents, patent rights or arising through the Trust; patent licenses; or (pii) any claim for personal injuryor pending or threatened action with respect to the matters described in clause (i); all claims, deathactions, property damage demands, losses, costs, expenses, liabilities or product liability which may arise penalties resulting from GBI's failure in any respect to perform any obligation required by it to be performed at or prior to the date hereof or at or prior to the Closing, or by reason ofof any default of GBI, result from at the date hereof or be caused byat the Closing, under any of the contracts, agreements, leases, documents, or relate other commitments to which it is a party or otherwise bound or affected; and all losses, costs, and expenses (including without limitation all fees and disbursements of counsel) relating to damages. Notwithstanding anything contained in this Agreement to the use, operation, maintenance or ownership ofcontrary, the Financed Vehicles; and (q) any material failure right to indemnification described in this paragraph shall expire one year after the Closing hereunder, except in the case of the proven fraud by the Seller to perform its duties or obligations, hereunder as Servicer or otherwisedetermined by a court of competent jurisdiction in connection with any such claim for indemnification, in accordance with which event such right to indemnification shall expire one year after the provisions discovery of this Agreementsuch fraud.

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the The Seller hereby agrees to indemnify and hold harmless each Purchaser and each person, if any, who controls such Purchaser within the Trust and meaning of the Securitization AgentAct, and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damages, losses, claims, damages, liabilities and related costs and expensesor expenses to which such Purchaser or such controlling person may become subject, including reasonable legal fees and disbursementsunder the Act, and the Exchange Act, or any costs associated with the appointment of a Replacement Servicerother federal or state statutory law or regulation insofar as such losses, resulting from the Seller’s claims, damages, liabilities or Servicer’s breach of any of its duties expenses (or obligations hereunder (all of the foregoing being collectively referred to actions in respect thereof as “Indemnified Amounts”contemplated below) awarded against or reasonably incurred by any of the Indemnified Parties and arising arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement, including the Resale Prospectus, financial statements and schedules, and all other documents filed as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto; (e) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the PPSA of any applicable jurisdiction or other applicable laws with respect to any Pool Receivables and the Related Security and Collections in respect thereof, whether as amended at the time of the Purchase or any Increase at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy effectiveness of the ObligorShelf Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434 of the Rules and Regulations, or the prospectus, in the form first filed with the SEC pursuant to Rule 424(b) of the Obligor to Rules and Regulations, or filed as part of the payment Shelf Registration Statement at the time of any Pool Receivable effectiveness if no Rule 424(b) filing is required (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms“Resale Prospectus”), or any amendment or supplement thereto, or the omission or alleged omission to state in any of them a material fact required to be stated therein or necessary to make the statements in any of them, in light of the circumstances under which they were made, not misleading, and will reimburse such Purchaser and each such controlling person for any legal and other claim resulting from expenses as such expenses are reasonably incurred by such Purchaser or relating such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Seller will not be liable in any such case to the transaction giving rise to extent that any such Receivable or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Servicer or by any agent or independent contractor retained by the Seller or any of its Affiliates); (g) any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts; (h) any products loss, claim, damage, liability or other claim, investigation, litigation or proceeding arising expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in connection with goodsthe Shelf Registration Statement, insurance the Resale Prospectus or services that are any amendment or supplement of the subject of or secure any Contract; (i) the commingling of Collections of Pool Assets at any time with other funds; (j) any investigation, litigation or proceeding related to this Agreement Shelf Registration Statement or the use of proceeds of Purchases Resale Prospectus in reliance upon and in conformity with written information furnished to the Seller by or in respect on behalf of any Pool Receivable, Related Security or Contract; (k) any reduction Purchaser expressly for use in the Investment as a result of the payment of allocations of Collections pursuant to Sections 2.6(c), 2.6(e) or 2.10(e), in the event that all or a portion of such payments shall thereafter be rescinded or otherwise must be returned for any reason; (l) any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Trust’s Co-Ownership Interest or other interests in the Receivables Pool or in any Related Security or Contract; (m) the failure by the Seller Shelf Registration Statement or the Servicer to pay when due any taxes payable by it, including, without limitation, the franchise taxes and sales, excise or personal property taxes payable in connection with the Receivables; (n) the failure by the Seller or the Servicer to be duly qualified to do business, to be in good standing or to have filed appropriate registration documents in any jurisdiction; (o) the failure to vest and maintain vested in the Trust a perfected ownership interest in respect of the Trust’s Co-Ownership Interest free and clear of any Security Interest created by or through the Seller, whether existing at the time of the consummation of the transactions contemplated hereby or at any time thereafter, other than Security Interests created by or arising through the Trust; (p) any claim for personal injury, death, property damage or product liability which may arise by reason of, result from or be caused by, or relate to the use, operation, maintenance or ownership of, the Financed Vehicles; and (q) any material failure of the Seller to perform its duties or obligations, as Servicer or otherwise, in accordance with the provisions of this AgreementResale Prospectus.