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

Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Transferor, the Trust, for the benefit of the Certificateholders, and the Trustee, including its officers, directors, agents and employees, from and against any loss, liability, expense, damage or injury suffered or sustained by them and arising out of or relating to any claims, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify (a) the Transferor, the Trust or the Trustee or their respective officers, directors, agents and employees for liabilities imposed by reason of fraud, negligence or breach of fiduciary duty by (i) the Trustee in the performance of its duties under this Agreement or (ii) the Transferor or any Certificateholders, (b) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders for liabilities arising from actions taken by the Trustee at the request of Certificateholders, (c) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federal, state or local income or franchise tax or any other tax imposed on or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Certificate Owners or the Certificateholders in connection with the Trust or this Agreement to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 10.2(b) of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the termination of this Agreement, the resignation and removal of the Trustee and the payment in full of the Certificates.

Indemnification of the Trust and the Trustee. The Servicer shall (1) New Transit and the Partnership jointly and severally agree to indemnify and hold harmless the Transferor, the Trust, for the benefit of the Certificateholders, Trust and the Trustee, including its officers, directors, agents and employees, from and against any loss, liability, expense, damage or injury suffered or sustained by them and arising out of or relating to any claims, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify (a) the Transferor, the Trust or the Trustee or their respective officers, directors, agents and employees for liabilities imposed by reason of fraud, negligence or breach of fiduciary duty by (i) the Trustee in the performance of its duties under this Agreement or (ii) the Transferor or any Certificateholders, (b) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders for liabilities arising from actions taken by the Trustee at the request of Certificateholders, (c) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses trustee of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federal, state or local income or franchise tax or any other tax imposed on or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Certificate Owners or the Certificateholders in connection with the Trust or this Agreement to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any and each of its directors, officers, employees or and agents will be under any other liability to appointed and acting in accordance with this Agreement and the TrustTrust Agreement (collectively, the Trustee, the Certificateholders or any other person for any action taken, or for refraining “Indemnified Parties”) from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees or agents will be protected and against any liability and all claims, demands, losses, actions, causes of action, costs, charges, debts, expenses, damages, liabilities or obligations whatsoever including, without limitation, reasonable legal fees and disbursements and costs and expenses incurred in connection with the enforcement of this indemnity, which would otherwise may be imposed on, incurred by reason of or assessed against the Indemnified Parties which, without fraud, gross negligence, wilful misconduct, bad faith or gross negligence the failure to comply with the standard of care referred to in Section 4.01 on the part of the Indemnified Parties, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of its compliance with its duties set forth in this Agreement, the Trust Agreement or any written or oral instruction delivered to the Trustee by New Transit, the Tabulation Agent or the Partnership pursuant hereto. (2) In no case shall New Transit or the Partnership be liable under this Article 4 unless New Transit and the Partnership shall be notified by the Trustee of the assertion of a claim or of any action commenced against the Indemnified Parties as soon as reasonably practicable after any of the Indemnified Parties shall have received a written assertion of such a claim. New Transit and the Partnership shall be entitled to participate at their own expense in the defence and, if New Transit and the Partnership so elect at any time after receipt of such notice, subject to (ii) below, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been expressly authorized by New Transit or the Partnership, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and New Transit or the Partnership and the Trustee shall have been advised by counsel acceptable to New Transit or the Partnership that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to New Transit or the Partnership and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case New Transit and the Partnership shall not have the right to assume the defence of such suit on behalf of the Transferor or Trustee but shall be liable to pay the Servicer in reasonable fees and expenses of counsel for the performance of their respective duties hereunderTrustee). . The Transferor and foregoing indemnities will survive the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute removal or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 10.2(b) resignation of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive Trustee or the termination of this Agreement, Agreement and the resignation and removal termination of the Trust. Each of the Indemnified Persons other than the Trustee or the Trust is a third party beneficiary of the foregoing indemnity and the payment rights to indemnification of such Indemnified Parties are held in full trust by the Trustee on behalf of the Certificates.such Indemnified Parties. ARTICLE FIVE - TrustEE successors

Indemnification of the Trust and the Trustee. (a) The Master Servicer shall hereby agrees to indemnify and hold harmless each of the Transferor, Company and the Trust, Trustee for the benefit of the Investor Certificateholders, and the Trusteeeach of their affiliates, including its and respective directors, managing members, officers, directors, employees and agents and employees, each person who controls any of them or their affiliates within the meaning of the Securities Act and any successors thereto (a "Master Servicer Indemnified Person") from and against any ---------------------------------- loss, liability, claim, expense, damage damage, penalty, judgment, or injury suffered or sustained by them and such Master Servicer Indemnified Person by reason of any acts, omissions or alleged acts or omissions arising out of of, or relating to, the Master Servicer's or Local Servicer's activities pursuant to any claims, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Pooling and Servicing Agreement or any Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, provided that the Master Servicer shall not indemnify (a) the Transferorany -------- Master Servicer Indemnified Person for any liability, the Trust cost or the Trustee or their respective officers, directors, agents and employees for liabilities imposed by reason expense of fraud, negligence or breach of fiduciary duty by such Master Servicer Indemnified Person (i) arising from a default by an Obligor with respect to any Receivable (except that indemnification shall be made to the Trustee in extent that such default arises out of the performance of Master Servicer's failure to perform its duties or obligations as Master Servicer under this Agreement Agreement), or (ii) to the Transferor extent that such loss, liability, claim, damage, penalty, injury, judgment, liability or any Certificateholdersexpense is finally judicially determined to have resulted primarily from the gross negligence or willful misconduct of, (b) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders for liabilities arising from actions taken by the Trustee at the request willful breach of Certificateholders, (c) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federal, state or local income or franchise tax or any other tax imposed on or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Certificate Owners or the Certificateholders in connection with the Trust or this Agreement to any taxing authority. Except as set forth in the preceding sentenceby, neither the such Master Servicer nor any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 10.2(b) of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the ServicerIndemnified Person. The provisions of this indemnity shall run directly to to, and be enforceable by an injured party subject to by, the limitations hereof applicable Master Servicer Indemnified Person and shall survive the termination termination, in whole or in part, of this Agreementthe Agreement and the resignation or removal, as applicable, of the Master Servicer. (b) In addition to subsection (a) above, the resignation Master Servicer -------------- shall indemnify and removal hold harmless each Master Servicer Indemnified Person from and against any loss, liability, expense, damage or injury suffered or sustained by reason of a breach by the Master Servicer or Local Servicer of any covenant contained in subsections 2.02(f) or (g) or Sections 4.05, 4.06, 4.07 or 4.12 ------------------- --- ------------- ---- ---- ---- that materially adversely affects the interest of the Trustee and Company, the payment Trust or the Investor Certificateholders under the Transaction Documents with respect to any Receivable or the collectibility of any Receivable (a "Master Servicer --------------- Indemnification Event"), in full an amount equal to the outstanding Principal Amount --------------------- of such Receivable at the Certificatestime of such event. Payment shall occur on or prior to the 30th Business Day after the day such Master Servicer Indemnification Event becomes known to the Master Servicer unless such Master Servicer Indemnification Event shall have been cured on or before such day.

Indemnification of the Trust and the Trustee. The Servicer --------------------------------------------- shall indemnify and hold harmless the Transferor, the Trust, for the benefit of the Certificateholders, and the Trustee, including its directors, officers, directors, agents and employees, from and against any loss, liability, expense, damage or injury suffered or sustained by them and arising out of or relating to any claims, actions or proceedings brought or asserted by third parties regarding the activities which are suffered or sustained by reason of any acts or omissions of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, -------- however, that the Servicer shall not indemnify (a) the TransferorTrust for the benefit of the ------- Certificateholders or the Trustee or its directors, officers, agents or employees for any liability, cost or expense of the Trust or the Trustee or their respective its officers, directors, agents and or employees for liabilities imposed by reason of fraudif any such claims, negligence actions or breach of fiduciary duty by proceedings relate to (i) the Trustee in the performance of its duties under this Agreement or (ii) the Transferor or any Certificateholders, (b) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders for liabilities arising from actions action taken by the Trustee at the request of the Investor Certificateholders, (cii) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federal, state or local income taxes (or franchise tax or any other tax imposed on or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewiththereto) required to be paid by the Trust, the Certificate Owners Trustee or the Investor Certificateholders in connection with the Trust or this Agreement herewith to any taxing authority. Except as set forth , (iii) with respect to the Trustee and its officers, directors and employees, any wrongful actions taken by or omissions of the Trustee or any fraud, negligence or willful misconduct by the Trustee or (iv) a Certificateholder in the preceding sentence, neither capacity of an investor in the Servicer nor any Investor Certificates as a result of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for Receivables, market fluctuations, a shortfall in any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute Enhancement or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense other similar market or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicerinvestment risks. Subject to Sections 7.1 and 7.4 and Section 10.2(b) of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the termination of this Agreement, the resignation and removal of the Trustee and the payment in full of the Certificates.

Indemnification of the Trust and the Trustee. (a) The Servicer shall hereby agrees to indemnify and hold harmless the TransferorCompany, the Trust, Trustee for the benefit of the Certificateholders, Holders and the TrusteeTrustee and their respective directors, including its officers, directors, agents and employeesemployees (each of the foregoing, an "Indemnified Person") from and against any loss, liability, expense, damage or injury suffered or sustained by them and reason of any acts, omissions or alleged acts or omissions of the Servicer arising out of of, or relating to, its activities pursuant to any claims, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for Pooling and Servicing Agreement to which the Servicer it is responsible pursuant to this Agreement or any Supplementa party, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, provided that the Servicer shall not indemnify (a) the Transferorany Indemnified Person for any liability, the Trust cost or the Trustee or their respective officers, directors, agents and employees for liabilities imposed by reason expense of fraud, negligence or breach of fiduciary duty by such Indemnified Person (i) arising solely from a default by an Obligor with respect to any Receivable (except that indemnification shall be made to the Trustee in the performance extent that such default arises out of its failure to perform its duties or obligations under this Agreement Agreement), or (ii) to the Transferor extent that such liability, cost or any Certificateholdersexpense arises from the gross negligence, bad faith or wilful misconduct of such Indemnified Person (b) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders for liabilities arising from actions taken by the Trustee at the request of Certificateholders, (c) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federal, state or local income or franchise tax or any other tax imposed on or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Certificate Owners or the Certificateholders in connection with the Trust or this Agreement to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees agents or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 10.2(b) of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Serviceremployees). The provisions of this indemnity shall run directly to to, and be enforceable by by, an injured party subject to the limitations hereof and shall survive the termination of this Agreementthe Agreement or the resignation of the Servicer. (b) In addition to and without giving effect to any limitations set forth in subsection (a) above, the resignation Servicer shall indemnify and removal hold harmless each Indemnified Person from and against any loss, liability, expense, damage or injury suffered or sustained by reason of a breach by the Servicer of any covenant contained in subsections 2.02(f) or 2.02(g) or Sections 4.05, 4.06 or 4.07 that materially and adversely affects the interest of the Trustee and Company or the payment Holders Servicing Agreement 21 under the Transaction Documents with respect to any Receivable (an "Indemnification Event"), in full an amount equal to the outstanding Principal Amount at such time of such Receivable; provided that the Servicer shall not indemnify any Indemnified Person for any liability, cost or expense of such Indemnified Person (i) arising solely from a default by an Obligor with respect to any Receivable (except that indemnification shall be made to the extent that such default arises out of its failure to perform its duties or obligations under this Agreement or its gross negligence or willful misconduct), or (ii) to the extent that such liability, cost or expense arises from the gross negligence, bad faith or wilful misconduct of such Indemnified Person (or any of its respective directors, officers, agents or employees). Payment shall occur on or prior to the 30th Business Day after the day such Indemnification Event becomes known to the Servicer unless such Indemnification Event shall have been cured on or before such day. The obligation of the CertificatesServicer to indemnify the Trustee for the benefit of the Holders for any such Receivables shall constitute the sole remedy respecting any breach of the covenants set forth in subsections 2.02(g) or (h) or Sections 4.05, 4.06 or 4.07 with respect to such Receivables available to Holders.

Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Transferor, the Trust, for the benefit of the Certificateholders, and Without limiting any other rights that the Trustee, including its officersany Holder or any Agent may have hereunder or under applicable law, directors, agents and employees, from and against any loss, liability, expense, damage or injury suffered or sustained by them and arising out of or relating to any claims, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for which (A) the Servicer is responsible pursuant hereby agrees to this Agreement or any Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify (aand pay upon demand to) the TransferorTrustee, the Trust or the Trustee or each Agent and each Holder and their respective assigns, officers, directors, agents and employees (each an "INDEMNIFIED PERSON") from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for liabilities imposed all other amounts payable, including reasonable attorneys' fees (which attorneys may be employees of the Indemnified Person, provided that such fees of attorneys that are employees of any Indemnified Person shall not be duplicative of the fees of any third-party attorneys retained by reason such Indemnified Person) and disbursements (all of fraudthe foregoing being collectively referred to as "INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of the Servicer's activities as Servicer hereunder excluding, negligence or breach however, in all of fiduciary duty by the foregoing instances: (i) Indemnified Amounts to the Trustee in extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the performance part of its duties under this Agreement or the Indemnified Person seeking indemnification; (ii) Indemnified Amounts to the Transferor extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (iii) Excluded Taxes to the extent that the computation of such taxes is consistent with the intended characterization for income tax purposes of the acquisition by the Holders of the VFC Certificates (or any Certificateholdersinterest therein) as a loan or loans by the Holders to the Company secured by the Receivables, (b) and other Trust Assets; PROVIDED, HOWEVER, that nothing contained in this sentence shall limit the Transferor, liability of the Trust, Servicer or limit the recourse of the Trustee, the Certificate Owners Holders or the Certificateholders Agents to the Servicer for liabilities arising from actions taken by the Trustee at the request of Certificateholders, (c) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federal, state or local income or franchise tax or any other tax imposed on or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewith) required amounts otherwise specifically provided to be paid by the Trust, Servicer under the Certificate Owners or the Certificateholders in connection with the Trust or this Agreement to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions terms of any Successor Servicer. Subject to Sections 7.1 Pooling and 10.2(b) of the Servicing Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the termination of this Agreement, the resignation and removal of the Trustee and the payment in full of the Certificates.

Indemnification of the Trust and the Trustee. The (a) Each of the Master Servicer shall and the Servicer hereby agrees to indemnify and hold harmless the TransferorCompany, the Trust, Trustee for the benefit of the Certificateholders, Holders and the TrusteeTrustee and their respective directors, including its officers, directors, agents and employees, employees (an "Indemnified Person") from and against any loss, liability, expense, damage or injury suffered or sustained by them and reason of any acts, omissions or alleged acts or omissions arising out of of, or relating to, its activities pursuant to any claims, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for Pooling and Servicing Agreement to which the Servicer it is responsible pursuant to this Agreement or any Supplementa party, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, provided that neither the Master Servicer nor any Servicer shall not indemnify (a) the Transferorany Indemnified Person for any liability, the Trust cost or the Trustee or their respective officers, directors, agents and employees for liabilities imposed by reason expense of fraud, negligence or breach of fiduciary duty by such Indemnified Person (i) arising solely from a default by an Obligor with respect to any Receivable (except that indemnification shall be made to the Trustee in the performance extent that such default arises out of its failure to perform its duties or obligations under this Agreement Agreement), or (ii) to the Transferor extent that such liability, cost or any Certificateholdersexpense arises from the gross negligence, bad faith or wilful misconduct of such Indemnified Person (b) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders for liabilities arising from actions taken by the Trustee at the request of Certificateholders, (c) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federal, state or local income or franchise tax or any other tax imposed on or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Certificate Owners or the Certificateholders in connection with the Trust or this Agreement to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees agents or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 10.2(b) of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Serviceremployees). The provisions of this indemnity shall run directly to to, and be enforceable by by, an injured party subject to the limitations hereof and shall survive the termination of this Agreement, the Agreement or the resignation and removal of the Trustee Master Servicer or Servicer, as the case may be. (b) In addition to and without giving effect to any limitations set forth in subsection (a) above, each Servicer shall indemnify and hold harmless each Indemnified Person from and against any loss, liability, expense, damage or injury suffered or sustained by reason of a breach by such Servicer of any covenant contained in subsections 2.02(g) or 2.02(h) or Sections 4.05, 4.06 or 4.07 that Amended and Restated Servicing Agreement 27 adversely affects the payment in full interest of the CertificatesCompany or the Holders under the Transaction Documents with respect to any Serviced Receivable (an "Indemnification Event"), in an amount equal to the outstanding Principal Amount at such time of such Receivable. Payment shall occur on or prior to the 30th Business Day after the day such Indemnification Event becomes known to such Servicer unless such Indemnification Event shall have been cured on or before such day.

Indemnification of the Trust and the Trustee. The Servicer -------------------------------------------- shall indemnify and hold harmless the Transferor, the Trust, for the benefit of the Certificateholders, Trust and the Trustee, including its officers, directors, agents and employees, Trustee from and against any loss, liability, expense, damage or injury suffered or sustained by them and reason of any acts, omissions or alleged acts or omissions arising out of or relating to any claims, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any SupplementAgreement, including those arising from acts or omissions of the Servicer pursuant to this Agreement, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify (a) the Transferor, the Trust or the Trustee if such acts, omissions or their respective officers, directors, agents and employees for liabilities imposed by reason of alleged acts constitute fraud, negligence or breach of fiduciary duty by (i) the Trustee in Trustee; provided further, that the performance of its duties under this Agreement or (ii) the Transferor or any Certificateholders, (b) the Transferor, Servicer shall not indemnify the Trust, the Trustee, the any Investor Certificateholders or any Certificate Owners for any liabilities, costs or expenses of the Certificateholders for liabilities arising from actions Trust with respect to any action taken by the Trustee at the request of such Investor Certificateholders; provided further, (c) that the Transferor, Servicer shall not indemnify the Trust, the Trustee, the any Investor Certificateholders or any Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner any of them in its capacity their capacities as an investorinvestors, including without limitation losses incurred as a result of Defaulted defaulted Receivables or Receivables which are charged written off as uncollectible or (d) uncollectible; and provided further, that the Servicer shall not indemnify the Trust, the Trustee, any Investor Certificateholders or the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee such Investor Certificateholders or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federalfederal, state or local income or franchise tax taxes or any other tax imposed on or measured by income (including or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the such Investor Certificateholders or such Certificate Owners or the Certificateholders in connection with the Trust or this Agreement herewith to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 10.2(b) of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and hereof. Any indemnification pursuant to this Section shall not be payable from the assets of the Trust. The obligations of the Servicer under this Section 8.4 shall survive the termination of this Agreement, the Trust and the resignation and or removal of the Trustee and the payment in full of the CertificatesTrustee.

Indemnification of the Trust and the Trustee. (a) The Servicer shall hereby agrees to indemnify and hold harmless the TransferorCompany, the Trust, Trustee for the benefit of the Certificateholders, Holders and the TrusteeTrustee and their respective directors, including its officers, directors, agents and employeesemployees (each of the foregoing, an "Indemnified Person") from and against any loss, liability, expense, damage or injury suffered or sustained by them and reason of any acts, omissions or alleged acts or omissions of the Servicer arising out of of, or relating to, its activities pursuant to any claims, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for Pooling and Servicing Agreement to which the Servicer it is responsible pursuant to this Agreement or any Supplementa party, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, provided that the Servicer shall not indemnify (a) the Transferorany Indemnified Person for any liability, the Trust cost or the Trustee or their respective officers, directors, agents and employees for liabilities imposed by reason expense of fraud, negligence or breach of fiduciary duty by such Indemnified Person (i) arising solely from a default by an Obligor with respect to any Receivable (except that indemnification shall be made to the Trustee in the performance extent that such default arises out of its failure to perform its duties or obligations under this Agreement Agreement), or (ii) to the Transferor extent that such liability, cost or any Certificateholdersexpense arises from the gross negligence, bad faith or wilful misconduct of such Indemnified Person (b) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders for liabilities arising from actions taken by the Trustee at the request of Certificateholders, (c) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federal, state or local income or franchise tax or any other tax imposed on or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Certificate Owners or the Certificateholders in connection with the Trust or this Agreement to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees agents or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 10.2(b) of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Serviceremployees). The provisions of this indemnity shall run directly to to, and be enforceable by by, an injured party subject to the limitations hereof and shall survive the termination of this Agreementthe Agreement or the resignation of the Servicer. (b) In addition to and without giving effect to any limitations set forth in subsection (a) above, the resignation Servicer shall indemnify and removal hold harmless each Indemnified Person from and against any loss, liability, expense, damage or injury suffered or sustained by reason of a breach by the Servicer of any covenant contained in subsections 2.02(f) or 2.02(g) or Sections 4.05, 4.06 or 4.07 that materially and adversely affects the interest of the Trustee and Company or the payment Holders under the Transaction Documents with respect to any Receivable (an "Indemnification Event"), in full an amount equal to the outstanding Principal Amount at such time of such Receivable; provided that the Servicer shall not indemnify any Indemnified Person for any liability, cost or expense of such Indemnified Person (i) arising solely from a default by an Obligor with respect to any Receivable (except that indemnification shall be made to the extent that such default arises out of its failure to perform its duties or obligations under this Agreement or its gross negligence or willful misconduct), or (ii) to the extent that such liability, cost or expense arises from the gross negligence, bad faith or wilful misconduct of such Indemnified Person (or any of its respective directors, officers, agents or employees). Payment shall occur on or prior to the 30th Business Day after the day such Indemnification Event becomes known to the Servicer unless such Indemnification Event shall have been cured on or before such day. The obligation of the CertificatesServicer to indemnify the Trustee for the benefit of the Holders for any such Receivables shall constitute the sole remedy respecting any breach of the covenants set forth in subsections 2.02(g) or (h) or Sections 4.05, 4.06 or 4.07 with respect to such Receivables available to Holders.

Indemnification of the Trust and the Trustee. The Servicer -------------------------------------------- shall indemnify and hold harmless the Transferor, the Trust, for the benefit of the Certificateholders, Trust and the Trustee, including its officers, directors, agents and employees, Trustee from and against any loss, liability, expense, damage or injury suffered or sustained by them and reason of any acts, omissions or alleged acts or omissions arising out of or relating to any claims, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any SupplementAgreement, including those arising from acts or omissions of the Servicer pursuant to this Agreement, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the -------- ------- Servicer shall not indemnify (a) the Transferor, the Trust or the Trustee if such acts, omissions or their respective officers, directors, agents and employees for liabilities imposed by reason of alleged acts or omissions constitute fraud, negligence or negligence, breach of fiduciary duty or misconduct by (i) the Trustee in Trustee; provided further, that the performance of its duties under this Agreement or (ii) the Transferor or any Certificateholders, (b) the Transferor, Servicer shall not -------- ------- indemnify the Trust, the Trustee, the any Investor Certificateholders or any Certificate Owners for any liabilities, costs or expenses of the Certificateholders for liabilities arising from actions Trust with respect to any action taken by the Trustee at the request of such Investor Certificateholders; provided further, (c) that the Transferor, Servicer shall not indemnify the -------- ------- Trust, the Trustee, the any Investor Certificateholders or any Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner any of them in its capacity their capacities as an investorinvestors, including without limitation losses incurred as a result of Defaulted defaulted Receivables or Receivables which are charged written off as uncollectible or (d) uncollectible; and provided -------- further, that the Servicer shall not indemnify the Trust, the Trustee, any Investor ------- Certificateholders or the Certificate Owners or the Certificateholders for 69 any liabilities, costs or expenses of the Trust, the Trustee such Investor Certificateholders or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federalfederal, state or local income or franchise tax taxes or any other tax imposed on or measured by income (including or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the such Investor Certificateholders or such Certificate Owners or the Certificateholders in connection with the Trust or this Agreement herewith to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 10.2(b) of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and hereof. Any indemnification pursuant to this Section shall not be payable from the assets of the Trust. The obligations of the Servicer under this Section 8.4 shall survive ----------- the termination of this Agreement, the Trust and the resignation and or removal of the Trustee and the payment in full of the CertificatesTrustee.

Indemnification of the Trust and the Trustee. (a) The Servicer shall hereby agrees to indemnify and hold harmless the Transferor, Trust and the TrustTrustee, for the benefit of the Certificateholders, Investor Certificateholders and the TrusteeTrustee and its directors, including its officers, directors, agents and employeesemployees (each of the foregoing, an "INDEMNIFIED PERSON"), from and against any loss, liability, expense, damage or injury suffered or sustained by them and reason of any acts, omissions or alleged acts or omissions arising out of of, or relating to any claimsto, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any Supplementthe Pooling and Servicing Agreements, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, PROVIDED that the Servicer shall not so indemnify (a) the Transferorany Indemnified Person for any loss, the Trust liability, damage, injury, cost or the Trustee or their respective officers, directors, agents and employees for liabilities imposed by reason expense of fraud, negligence or breach of fiduciary duty by such Indemnified Person (i) arising solely from a default by an Obligor with respect to any Receivable (other than arising out of (A) any discharge, claim, offset or defense (other than discharge in bankruptcy of the Trustee Obligor) of the Obligor to the payment of any Purchased Receivable (as defined in the performance Receivables Sale Agreement) arising from the actions of the Servicer (including, without limitation, a defense based on such Purchased Receivable's not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or (B) a failure by the Servicer to perform its duties or obligations under this Agreement Agreement), or (ii) to the Transferor extent that such liability, cost or any Certificateholdersexpense arises from the gross negligence (or, (b) in the Transferor, the Trust, case of the Trustee, the Certificate Owners negligence), bad faith or the Certificateholders for liabilities arising from actions taken by the Trustee at the request wilful misconduct of Certificateholders, (c) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federal, state or local income or franchise tax such Indemnified Person or any other tax imposed on Indemnified Person (or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Certificate Owners or the Certificateholders in connection with the Trust or this Agreement to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees agents or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 10.2(b) of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Serviceremployees). The provisions of this indemnity shall run directly to to, and be enforceable by by, an injured party subject to the limitations hereof and shall survive the termination of this AgreementAgreement and the resignation of the Servicer. (b) In addition to and without giving effect to any limitations set forth in subsection (a) above, the resignation Servicer agrees to pay, indemnify and removal hold each Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against such Indemnified Person in any way relating to or arising out of any Servicing Party's breach of any covenant contained in subsections 2.2(f), 2.2(g), 4.6, 4.7 or 4.8 with respect to any Receivable which materially and adversely affects the interest of the Trust or the Investor Certificateholders pursuant to the Transaction Documents in any Receivable or the collectibility of any Receivable (an "INDEMNIFICATION EVENT"). (c) The Servicer shall indemnify the relevant Indemnified Person for such affected Receivable pursuant to subsection 5.2(b) by depositing into the Collection Account in immediately available funds no later than the next Settlement Report Date occurring at least 30 days after receipt by the Servicer of written notice of an Indemnification Event given by the applicable Seller, the Company or the Trustee or upon a Responsible Officer of the Servicer obtaining knowledge of an Indemnification Event, an amount equal to the outstanding Principal Amount of such Receivable (the "SERVICER INDEMNIFICATION AMOUNT"). Upon each such indemnification by the Servicer, the Trust shall automatically and without further action be deemed to transfer, assign, and set over, and otherwise convey to the payment Servicer, without recourse, representation or warranty, all right, title and interest of the Trust in and to such Receivable, all monies due or to become due with respect thereto and all proceeds thereof; and such Receivable shall be treated by the Trust as collected in full as of the Certificatesdate on which it was transferred. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance of any Receivable pursuant to this subsection. The obligation of the Servicer to indemnify the Trust for any such Receivables shall constitute the sole remedy respecting any breach of the covenants set forth in subsection 2.2(f), 2.2(g), 4.6, 4.7 or 4.8 with respect to such Receivables available to Investor Certificateholders.

Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Transferor, the Trust, for the benefit of the Certificateholders, and the Trustee, including its officers, directors, agents directors and employees, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by them and arising out of or relating to any claims, actions or proceedings brought or asserted by third parties regarding the activities which are suffered or sustained by reason of any acts or omissions of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify (a) the TransferorTrust for the benefit of the Certificateholders or the Trustee or its officers, direc- tors or employees for any liability, cost or expense of the Trust or the Trustee or their respective its officers, directorsdirectors or employees if any such claims, agents and employees for liabilities imposed by reason of fraud, negligence actions or breach of fiduciary duty by proceedings relate to (i) the Trustee in the performance of its duties under this Agreement or (ii) the Transferor or any Certificateholders, (b) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders for liabilities arising from actions action taken by the Trustee at the request of the Investor Certificateholders, (cii) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federal, state state, local or local foreign income or franchise tax taxes or any other tax imposed on or measured by income (including or any interest or penalties with respect thereto or arising from a failure to comply therewiththereto) required to be paid by the Trust, the Certificate Owners Trustee or the Certificateholders Investor Cer- tificateholders in connection with the Trust or this Agreement herewith to any taxing authority. Except as set forth in authority or (iii) with respect to the preceding sentence, neither the Servicer nor any of Trustee and its directors, officers, employees directors and employees, any fraud, negligence, willful misconduct or agents will be under any other liability to the Trust, wrongful actions taken by or omis- sions of the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 7.4 and subsection 10.2(b) of the Agreement, any indemnification indemnifi- cation pursuant to this Section 8.4 shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the termination of this Agreement, the resignation Agreement and removal of the Trustee and the payment in full of the Certificates.certificates. Seciton

Indemnification of the Trust and the Trustee. The Servicer -------------------------------------------- shall indemnify and hold harmless the Transferor, the Trust, for the benefit of the Certificateholders, Trust and the Trustee, including its officers, directors, agents and employees, Trustee from and against any loss, liability, expense, damage or injury suffered or sustained by them and reason of any acts, omissions or alleged acts or omissions arising out of or relating to any claims, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any SupplementAgreement, including those arising from acts or omissions of the Servicer pursuant to this Agreement, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not -------- ------- indemnify (a) the Transferor, the Trust or the Trustee if such acts, omissions or their respective officers, directors, agents and employees for liabilities imposed by reason of alleged acts or omissions constitute fraud, negligence or negligence, breach of fiduciary duty or misconduct by (i) the Trustee in Trustee; provided further, that the performance of its duties under this Agreement or (ii) the Transferor or any Certificateholders, (b) the Transferor, Servicer shall not ---------------- indemnify the Trust, the Trustee, the any Investor Certificateholders or any Certificate Owners for any liabilities, costs or expenses of the Certificateholders for liabilities arising from actions Trust with respect to any action taken by the Trustee at the request of such Investor Certificateholders; provided further, (c) that the Transferor, Servicer shall not indemnify ---------------- the Trust, the Trustee, the any Investor Certificateholders or any Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner any of them in its capacity their capacities as an investorinvestors, including without limitation losses incurred as a result of Defaulted defaulted Receivables or Receivables which are charged written off as uncollectible or (d) uncollectible; and provided further, that the Servicer shall not indemnify ---------------- the Trust, the Trustee, any Investor Certificateholders or the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee such Investor Certificateholders or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federalfederal, state or local income or franchise tax taxes or any other tax imposed on or measured by income (including or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the such Investor Certificateholders or such Certificate Owners or the Certificateholders in connection with the Trust or this Agreement herewith to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 10.2(b) of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and hereof. Any indemnification pursuant to this Section shall not be payable from the assets of the Trust. The obligations of the Servicer under this Section 8.4 shall survive ----------- the termination of this Agreement, the Trust and the resignation and or removal of the Trustee and the payment in full of the CertificatesTrustee.

Indemnification of the Trust and the Trustee. (a) The Servicer shall hereby agrees to indemnify and hold harmless the Transferor, Trust and the TrustTrustee, for the benefit of the Certificateholders, Investor Certificateholders and the TrusteeTrustee and its directors, including its officers, directors, agents and employeesemployees (each of the foregoing, an "INDEMNIFIED PERSON"), from and against any loss, liability, expense, damage or injury suffered or sustained by them and reason of any acts, omissions or alleged acts or omissions arising out of of, or relating to any claimsto, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any Supplementthe Pooling and Servicing Agreements, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, PROVIDED that the Servicer shall not so indemnify (a) the Transferorany Indemnified Person for any such loss, the Trust liability, damage, injury, cost or the Trustee or their respective officers, directors, agents and employees for liabilities imposed by reason expense of fraud, negligence or breach of fiduciary duty by such Indemnified Person (i) arising solely from a default by an Obligor with respect to any Receivable (other than arising out of (A) any discharge, claim, offset or defense (other than discharge in bankruptcy of the Trustee Obligor) of the Obligor to the payment of any Purchased Receivable arising from the actions of the Servicer (including, without limitation, a defense based on such Purchased Receivable's not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or (B) a failure by the performance of Servicer to perform its duties or obligations under this Agreement Agreement), or (ii) to the Transferor extent that such liability, cost or any Certificateholdersexpense arises from the gross negligence, (b) the Transferor, the Trust, the Trustee, the Certificate Owners bad faith or the Certificateholders for liabilities arising from actions taken by the Trustee at the request willful misconduct of Certificateholders, (c) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federal, state or local income or franchise tax such Indemnified Person or any other tax imposed on Indemnified Person (or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Certificate Owners or the Certificateholders in connection with the Trust or this Agreement to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees agents or agents will be protected against any liability which would otherwise be imposed by reason employees); PROVIDED, HOWEVER, that to the extent a determination of gross negligence, bad faith or gross negligence by or on behalf willful misconduct is made after the payment of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In additionamounts related thereto, the Servicer is shall be repaid any amounts reimbursed under the preceding clause that, due to such determination, it should not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 10.2(b) of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Servicerhave paid. The provisions of this indemnity shall run directly to to, and be enforceable by by, an injured party subject to the limitations hereof and shall survive the termination of this Agreement, Agreement and the resignation and or removal of the Servicer. (b) In addition, the Servicer agrees to pay, indemnify and hold each Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against such Indemnified Person in any way relating to or arising out of any Servicing Party's breach of any covenant contained in subsections 2.2(f), 2.2(g), 4.6, 4.7 or 4.8 with respect to any Receivable which materially and adversely affects the interest of the Trust, the parties hereto or the Investor Certificateholders pursuant to the Transaction Documents in any Receivable or the collectibility of any Receivable (an "INDEMNIFICATION EVENT"). (c) The Servicer shall indemnify the relevant Indemnified Person for such affected Receivable pursuant to subsection 5.2(b) by depositing into the Collection Account in immediately available funds no later than the next Settlement Report Date occurring at least 30 days after receipt by the Servicer of written notice of an Indemnification Event given by the applicable Seller, the Company or the Trustee or upon a Responsible Officer of the Servicer obtaining knowledge of an Indemnification Event, an amount equal to the outstanding Principal Amount of such Receivable (the "SERVICER INDEMNIFICATION AMOUNT"). Upon each such indemnification by the Servicer, the Trust shall automatically and without further action be deemed to transfer, assign, and set over, and otherwise convey to the payment Servicer, without recourse, representation or warranty, all right, title and interest of the Trust in and to such Receivable, all monies due or to become due with respect thereto and all proceeds thereof; and such Receivable shall be treated by the Trust as collected in full as of the Certificatesdate on which it was transferred. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance of any Receivable pursuant to this subsection. The obligation of the Servicer to indemnify the Trust for any such Receivables shall constitute the sole remedy respecting any breach of the covenants set forth in subsections 2.2(f), 2.2(g), 4.6, 4.7 or 4.8 with respect to such Receivables available to Investor Certificateholders; PROVIDED, HOWEVER, that the Servicer shall, in addition, indemnify each Indemnified Person against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach.

Indemnification of the Trust and the Trustee. The Servicer shall (1) New Transit and the Partnership jointly and severally agree to indemnify and hold harmless the Transferor, the Trust, for the benefit of the Certificateholders, Trust and the Trustee, including its officers, directors, agents and employees, from and against any loss, liability, expense, damage or injury suffered or sustained by them and arising out of or relating to any claims, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify (a) the Transferor, the Trust or the Trustee or their respective officers, directors, agents and employees for liabilities imposed by reason of fraud, negligence or breach of fiduciary duty by (i) the Trustee in the performance of its duties under this Agreement or (ii) the Transferor or any Certificateholders, (b) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders for liabilities arising from actions taken by the Trustee at the request of Certificateholders, (c) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses trustee of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federal, state or local income or franchise tax or any other tax imposed on or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Certificate Owners or the Certificateholders in connection with the Trust or this Agreement to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any and each of its directors, officers, employees or and agents will be under any other liability to appointed and acting in accordance with this Agreement and the TrustTrust Agreement (collectively, the Trustee, the Certificateholders or any other person for any action taken, or for refraining “Indemnified Parties”) from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees or agents will be protected and against any liability and all claims, demands, losses, actions, causes of action, costs, charges, debts, expenses, damages, liabilities or obligations whatsoever including, without limitation, reasonable legal fees and disbursements and costs and expenses incurred in connection with the enforcement of this indemnity, which would otherwise may be imposed on, incurred by reason of or assessed against the Indemnified Parties which, without fraud, gross negligence, wilful misconduct, bad faith or gross negligence the failure to comply with the standard of care referred to in Section 4.01 on the part of the Indemnified Parties, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of its compliance with its duties set forth in this Agreement, the Trust Agreement or any written or oral instruction delivered to the Trustee by New Transit, the Tabulation Agent or the Partnership pursuant hereto. (2) In no case shall New Transit or the Partnership be liable under this Article 4 unless New Transit and the Partnership shall be notified by the Trustee of the assertion of a claim or of any action commenced against the Indemnified Parties as soon as reasonably practicable after any of the Indemnified Parties shall have received a written assertion of such a claim. New Transit and the Partnership shall be entitled to participate at their own expense in the defence and, if New Transit and the Partnership so elect at any time after receipt of such notice, subject to (ii) below, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been expressly authorized by New Transit or the Partnership, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and New Transit or the Partnership and the Trustee shall have been advised by counsel acceptable to New Transit or the Partnership that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to New Transit or the Partnership and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case New Transit and the Partnership shall not have the right to assume the defence of such suit on behalf of the Transferor or Trustee but shall be liable to pay the Servicer in reasonable fees and expenses of counsel for the performance of their respective duties hereunderTrustee). . The Transferor and foregoing indemnities will survive the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute removal or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 10.2(b) resignation of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive Trustee or the termination of this Agreement, Agreement and the resignation and removal termination of the Trust. Each of the Indemnified Persons other than the Trustee or the Trust is a third party beneficiary of the foregoing indemnity and the payment rights to indemnification of such Indemnified Parties are held in full trust by the Trustee on behalf of the Certificatessuch Indemnified Parties.

Indemnification of the Trust and the Trustee. (a) The Servicer shall hereby agrees to indemnify and hold harmless the Transferor, Trust and the TrustTrustee, for the benefit of the Certificateholders, Investor Certificateholders and the TrusteeTrustee and its directors, including its officers, directors, agents and employeesemployees (each of the foregoing, an "INDEMNIFIED PERSON"), from and against any loss, liability, expense, damage or injury suffered or sustained by them and reason of any acts, omissions or alleged acts or omissions arising out of of, or relating to any claimsto, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any Supplementthe Pooling and Servicing Agreements, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, PROVIDED that the Servicer shall not so indemnify (a) the Transferorany Indemnified Person for any loss, the Trust liability, damage, injury, cost or the Trustee or their respective officers, directors, agents and employees for liabilities imposed by reason expense of fraud, negligence or breach of fiduciary duty by such Indemnified Person (i) arising solely from a default by an Obligor with respect to any Receivable (other than arising out of (A) any discharge, claim, offset or defense (other than discharge in bankruptcy of the Trustee Obligor) of the Obligor to the payment of any Purchased Receivable (as defined in the performance Receivables Sale Agreement) arising from the actions of the Servicer (including, without limitation, a defense based on such Purchased Receivable's not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms as a result of such actions), or (B) a failure by the Servicer to perform its duties or obligations under this Agreement Agreement), or (ii) to the Transferor extent that such liability, cost or any Certificateholdersexpense arises from the gross negligence (or, (b) in the Transferor, the Trust, case of the Trustee, the Certificate Owners negligence), bad faith or the Certificateholders for liabilities arising from actions taken by the Trustee at the request wilful misconduct of Certificateholders, (c) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federal, state or local income or franchise tax such Indemnified Person or any other tax imposed on Indemnified Person (or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Certificate Owners or the Certificateholders in connection with the Trust or this Agreement to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees agents or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 10.2(b) of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Serviceremployees). The provisions of this indemnity shall run directly to to, and be enforceable by by, an injured party subject to the limitations hereof and shall survive the termination of this AgreementAgreement and the resignation of the Servicer. (b) In addition to and without giving effect to any limitations set forth in subsection (a) above, the resignation Servicer agrees to pay, indemnify and removal hold each Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against such Indemnified Person in any way relating to or arising out of any Servicing Party's breach of any covenant contained in subsections 2.2(f), 2.2(g), 4.6, 4.7 or 4.8 with respect to any Receivable which materially and adversely affects the interest of the Trust or the Investor Certificateholders pursuant to the Transaction Documents in any Receivable or the collectibility of any Receivable (an "INDEMNIFICATION EVENT"). (c) The Servicer shall indemnify and hold harmless the relevant Indemnified Person for such affected Receivable pursuant to subsection 5.2(b) by depositing into the Collection Account in immediately available funds no later than the next Settlement Report Date occurring at least 30 days after receipt by the Servicer of written notice of an Indemnification Event given by the applicable Seller, the Company or the Trustee or upon a Responsible Officer of the Servicer obtaining knowledge of an Indemnification Event, an amount equal to the outstanding Principal Amount of such Receivable (the "SERVICER INDEMNIFICATION AMOUNT"). Upon each such indemnification by the Servicer, the Trust shall automatically and without further action be deemed to transfer, assign, and set over, and otherwise convey to the payment Servicer, without recourse, representation or warranty, all right, title and interest of the Trust in and to such Receivable, all monies due or to become due with respect thereto and all proceeds thereof; and such Receivable shall be treated by the Trust as collected in full as of the Certificatesdate on which it was transferred. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance of any Receivable pursuant to this subsection. The obligation of the Servicer to indemnify the Trust for any such Receivables shall constitute the sole remedy respecting any breach of the covenants set forth in subsection 2.2(f), 2.2(g), 4.6, 4.7 or 4.8 with respect to such Receivables available to Investor Certificateholders.

Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Transferor, the Trust, for the benefit of the Certificateholders, and the Trustee, including its directors, officers, directors, agents employees and employeesagents, from and against any loss, liability, expenseclaim, damage damage, injury or injury suffered or sustained by them expense (including, without limitation, reasonable fees and expenses of counsel) arising out of or relating to (i) the acceptance by the Trustee of the Trust pursuant to this Agreement or (ii) any claims, actions or proceedings brought or asserted by third parties regarding against the activities Trust, the Trustee or any director, officer, employee or agent of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any Supplement, including but not limited to including, without limitation, any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses (including, without limitation, reasonable fees and expenses of counsel) incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify (a) or hold harmless the TransferorTrust, for the Trust or benefit of the Certificateholders, the Trustee or their respective officersany director, directorsofficer, agents and employees employee or agent of the Trustee for liabilities imposed by reason any loss, liability, claim, damage, injury or expense arising out of fraud, negligence or breach of fiduciary duty by relating to (i) the willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties under this Agreement hereunder or (ii) the Transferor or any Certificateholders, (b) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders for liabilities arising from actions action taken by the Trustee at the request of the Certificateholders; and, (c) provided further, that the Transferor, Servicer shall not indemnify the Trust, for the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses benefit of the TrustCertificateholders, the Trustee from or the Certificate Owners or Certificateholders arising under any tax law, including without limitation against (i) any Federal, state or local income taxes (or franchise tax or any other tax imposed on or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewiththereto) required to be paid by the Trust, the Certificate Owners Trust or the Certificateholders in connection with the Trust or this Agreement herewith to any taxing authority. Except authority or (ii) any loss, liability, claim, damage, injury or expense incurred by the Certificateholders in their capacity as set forth in the preceding sentence, neither the Servicer nor investors as a result of any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, action taken by the Certificateholders or as a result of the performance of the Receivables, market fluctuations, a shortfall in any Enhancement or other person for any action takensimilar market or investment risks (except to the extent that such loss, liability, claim, damage, injury or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees or agents will be protected against any liability which would otherwise be imposed expense was incurred by reason of bad faith or gross negligence the failure by or on behalf of the Transferor or the Servicer to act in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under accordance with this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicerthe Account Guidelines). Subject to Sections 7.1 and 7.4 and Section 10.2(b) of the Agreement), any indemnification pursuant to this Section 8.4 shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the termination of this Agreement, the resignation and removal of the Trustee and the payment in full of the Certificates.

Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Transferor, the Trust, for the benefit of the Certificateholders, and the Trustee, including its directors, officers, directors, agents and employees, from and against any loss, liability, expense, damage or injury suffered or sustained by them and arising out of or relating to any claims, actions or proceedings brought or asserted by third parties regarding the activities which are suffered or sustained by reason of any acts or omissions of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys' ’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify (a) the TransferorTrust for the benefit of the Certificateholders or the Trustee or its directors, officers, agents or employees for any liability, cost or expense of the Trust or the Trustee or their respective its officers, directors, agents and or employees for liabilities imposed by reason of fraudif any such claims, negligence actions or breach of fiduciary duty by proceedings relate to (i) the Trustee in the performance of its duties under this Agreement or (ii) the Transferor or any Certificateholders, (b) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders for liabilities arising from actions action taken by the Trustee at the request of the Investor Certificateholders, (cii) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federal, state or local income taxes (or franchise tax or any other tax imposed on or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewiththereto) required to be paid by the Trust, the Certificate Owners Trustee or the Investor Certificateholders in connection with the Trust or this Agreement herewith to any taxing authority. Except as set forth , (iii) with respect to the Trustee and its officers, directors and employees, any wrongful actions taken by or omissions of the Trustee or any fraud, negligence or willful misconduct by the Trustee or (iv) a Certificateholder in the preceding sentence, neither capacity of an investor in the Servicer nor any Investor Certificates as a result of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for Receivables, market fluctuations, a shortfall in any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute Enhancement or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense other similar market or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicerinvestment risks. Subject to Sections 7.1 and 7.4 and Section 10.2(b) of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the termination of this Agreement, the resignation and removal of the Trustee and the payment in full of the Certificates.

Indemnification of the Trust and the Trustee. (a) The Master Servicer shall and each Servicer hereby agree to indemnify and hold harmless the TransferorCompany, the Trust, Trustee for the benefit of the Certificateholders, Holders and the TrusteeTrustee and their respective directors, including its officers, directors, agents and employeesemployees and the Trust (each, an "Indemnified Person") from and against any loss, liability, expense, damage or injury suffered or sustained by them and reason of any acts, omissions or alleged acts or omissions arising out of of, or relating to, its activities pursuant to any claims, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Pooling and Servicing Agreement or any Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys' attorneys fees and other reasonable costs or expenses incurred in connection with therewith; provided that neither the defense of Master Servicer nor any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify (a) the Transferorany Indemnified Person for any liability, the Trust cost or the Trustee or their respective officers, directors, agents and employees for liabilities imposed by reason expense of fraud, negligence or breach of fiduciary duty by such Indemnified Person (i) arising from a default by an Obligor with respect to any Receivable (except that indemnification shall be made to the Trustee in extent that such default arises out of the performance of Master Servicer's or any Servicer's failure to perform its duties or obligations under this Agreement or Agreement), (ii) to the Transferor extent that such liability, cost or expense arises from the gross negligence, bad faith or willful misconduct of such Indemnified Person (or any Certificateholdersof its respective directors, officers, agents or employees), (biii) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders for liabilities arising from actions taken by the Trustee at the request of Certificateholders, (c) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as with respect to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federalfederal, state or local income or franchise tax taxes or any other tax taxes imposed on or measured by income (including or any interest or penalties or additions with respect thereto or arising from a failure to comply therewiththereto) required to be paid by the Trust, the Certificate Owners any Holder or the Certificateholders any other Person in connection with the Trust or this Agreement herewith to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any of its directors, officers, employees authority or agents will be under any other liability (iv) with respect to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither taken by the Transferor nor Trustee at the Servicer nor any of their respective directors, officers, employees or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions request of any Successor Servicer. Subject to Sections 7.1 and 10.2(b) Investor Certificateholder or holder of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Servicera VFC Beneficial Interest. The provisions of this indemnity shall run directly to to, and be enforceable by an by, any injured party subject to the limitations hereof and shall survive the termination of this Agreementthe Agreement or the resignation of the Master Servicer or any Servicer as the case may be. (b) In addition to subsection (a) above, the resignation Master Servicer and removal each Servicer shall indemnify and hold harmless each Indemnified Person from and against any loss, liability, expense, damage or injury suffered or sustained by reason of a breach by the Master Servicer or any Servicer of any covenant contained in Sections 2.02(g), 4.05, 4.06 or 4.07 that materially adversely affects the interest of the Trustee and Company or the payment Holders under the Transaction Documents with respect to any Receivable (an "Indemnification Event"), in full an amount equal to the outstanding Principal Amount at such time of such Receivable. Payment shall occur on or prior to the Certificates30th Business Day after the day such Indemnification Event becomes known to the Master Servicer or Servicer unless such Indemnification Event shall have been cured on or before such day.

Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Transferor, the Trust, for the benefit of the Certificateholders, Trust and the Trustee, including its officers, directors, agents and employees, Trustee from and against any loss, liability, expense, damage or injury suffered or sustained by them and reason of any acts, omissions or alleged acts or omissions arising out of or relating to any claims, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any Supplement, including those arising from acts or omissions of the Servicer pursuant to this Agreement or any Supplement, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify (a) the Transferor, the Trust or the Trustee if such acts, omissions or their respective officers, directors, agents and employees for liabilities imposed by reason of alleged acts or omissions constitute fraud, negligence or negligence, breach of fiduciary duty or wilful misconduct by (i) the Trustee in Trustee; provided further, that the performance of its duties under this Agreement or (ii) the Transferor or any Certificateholders, (b) the Transferor, Servicer shall not indemnify the Trust, the Trustee, the any Investor Certificateholders or any Certificate Owners for any liabilities, costs or expenses of the Certificateholders for liabilities arising from actions Trust with respect to any action taken by the Trustee at the request of such Investor Certificateholders; provided further, (c) that the Transferor, Servicer shall not indemnify the Trust, the Trustee, the any Investor Certificateholders or any Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner any of them in its capacity their capacities as an investorinvestors, including without limitation losses incurred as a result of Defaulted defaulted Receivables or Receivables which are charged written off as uncollectible or (d) uncollectible, and provided further, that the Servicer shall not indemnify the Trust, the Trustee, any Investor Certificateholders or the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee such Investor Certificateholders or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federalfederal, state or local income or franchise tax taxes or any other tax imposed on or measured by income (including or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the such Investor Certificateholders or such Certificate Owners or the Certificateholders in connection with the Trust or this Agreement herewith to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 10.2(b) of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the termination of this Agreement, the resignation and removal of the Trustee and the payment in full of the Certificateshereof.

Indemnification of the Trust and the Trustee. The Servicer -------------------------------------------- shall indemnify and hold harmless the Transferor, the Trust, for the benefit of the Certificateholders, and the Trustee, including its directors, officers, directors, agents employees and employeesagents, from and against any loss, liability, expenseclaim, damage damage, injury or injury suffered or sustained by them expense (including, without limitation, reasonable fees and expenses of counsel) arising out of or relating to (i) the acceptance by the Trustee of the Trust pursuant to this Agreement or (ii) any claims, actions or proceedings brought or asserted by third parties regarding against the activities Trust, the Trustee or any director, officer, employee or agent of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any Supplement, including but not limited to including, without limitation, any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses (including, without limitation, reasonable fees and expenses of counsel) incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not -------- ------- indemnify (a) or hold harmless the TransferorTrust, for the Trust or benefit of the Certificateholders, the Trustee or their respective officersany director, directorsofficer, agents and employees employee or agent of the Trustee for liabilities imposed by reason any loss, liability, claim, damage, injury or expense arising out of fraud, negligence or breach of fiduciary duty by relating to (i) the willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties under this Agreement hereunder or (ii) the Transferor or any Certificateholders, (b) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders for liabilities arising from actions action taken by the Trustee at the request of the Certificateholders; and, (c) provided further, that the Transferor, Servicer shall not indemnify the Trust, for the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses benefit of the TrustCertificateholders, the Trustee from or the Certificate Owners or Certificateholders arising under any tax law, including without limitation against (i) any Federal, state or local income taxes (or franchise tax or any other tax imposed on or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewiththereto) required to be paid by the Trust, the Certificate Owners Trust or the Certificateholders in connection with the Trust or this Agreement herewith to any taxing authority. Except authority or (ii) any loss, liability, claim, damage, injury or expense incurred by the Certificateholders in their capacity as set forth in the preceding sentence, neither the Servicer nor investors as a result of any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, action taken by the Certificateholders or as a result of the performance of the Receivables, market fluctuations, a shortfall in any Enhancement or other person for any action takensimilar market or investment risks (except to the extent that such loss, liability, claim, damage, injury or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees or agents will be protected against any liability which would otherwise be imposed expense was incurred by reason of bad faith or gross negligence the failure by or on behalf of the Transferor or the Servicer to act in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under accordance with this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicerthe Account Guidelines). Subject to Sections 7.1 and 7.4 and Section 10.2(b) of the Agreement), any indemnification pursuant to this Section 8.4 shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the termination of this Agreement, the resignation and removal of the Trustee and the payment in full of the Certificates.

Indemnification of the Trust and the Trustee. (a) The Master Servicer shall hereby agrees to indemnify and hold harmless each of the Transferor, Company and the Trust, Trustee for the benefit of the Investor Certificateholders, and the Trusteeeach of their affiliates, including its and respective directors, managing members, officers, directors, employees and agents and employees, each person who controls any of them or their affiliates within the meaning of the Securities Act and any successors thereto (a "Master Servicer Indemnified Person") from and against any loss, liability, claim, expense, damage damage, penalty, judgment, or injury suffered or sustained by them and such Master Servicer Indemnified Person by reason of any acts, omissions or alleged acts or omissions arising out of of, or relating to, the Master Servicer's or Local Servicer's activities pursuant to any claims, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Pooling and Servicing Agreement or any Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, provided that the Master Servicer shall not indemnify (a) the Transferorany Master Servicer Indemnified Person for any liability, the Trust cost or the Trustee or their respective officers, directors, agents and employees for liabilities imposed by reason expense of fraud, negligence or breach of fiduciary duty by such Master Servicer Indemnified Person (i) arising from a default by an Obligor with respect to any Receivable (except that indemnification shall be made to the Trustee in extent that such default arises out of the performance of Master Servicer's failure to perform its duties or obligations as Master Servicer under this Agreement Agreement), or (ii) to the Transferor extent that such loss, liability, claim, damage, penalty, injury, judgment, liability or any Certificateholdersexpense is finally judicially determined to have resulted primarily from the gross negligence or willful misconduct of, (b) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders for liabilities arising from actions taken by the Trustee at the request willful breach of Certificateholders, (c) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federal, state or local income or franchise tax or any other tax imposed on or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Certificate Owners or the Certificateholders in connection with the Trust or this Agreement to any taxing authority. Except as set forth in the preceding sentenceby, neither the such Master Servicer nor any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 10.2(b) of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the ServicerIndemnified Person. The provisions of this indemnity shall run directly to to, and be enforceable by an injured party subject to by, the limitations hereof applicable Master Servicer Indemnified Person and shall survive the termination termination, in whole or in part, of this Agreementthe Agreement and the resignation or removal, as applicable, of the Master Servicer. (b) In addition to subsection (a) above, the resignation Master Servicer shall indemnify and removal hold harmless each Master Servicer Indemnified Person from and against any loss, liability, expense, damage or injury suffered or sustained by reason of a breach by the Master Servicer or Local Servicer of any covenant contained in subsections 2.02(f) or (g) or Sections 4.05, 4.06, 4.07 or 4.12 that materially adversely affects the interest of the Trustee and Company, the payment Trust or the Investor Certificateholders under the Transaction Documents with respect to any Receivable or the collectibility of any Receivable (a "Master Servicer Indemnification Event"), in full an amount equal to the outstanding Principal Amount of such Receivable at the Certificatestime of such event. Payment shall occur on or prior to the 30th Business Day after the day such Master Servicer Indemnification Event becomes known to the Master Servicer unless such Master Servicer Indemnification Event shall have been cured on or before such day.

Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Transferor, the Trust, for the benefit of the Certificateholders, and the Trustee, including its officers, directors, agents and employees, from and against any loss, liability, expense, damage or injury suffered or sustained by them and arising out of or relating to any claims, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify (a) the Transferor, the Trust or the Trustee or their respective officers, directors, agents and employees for liabilities imposed by reason of fraud, negligence or breach of fiduciary duty by (i) the Trustee in the performance of its duties under this Agreement or (ii) the Transferor or any Certificateholders, (b) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders for liabilities arising from actions taken by the Trustee at the request of Certificateholders, (c) the Transferor, the Trust, the Trustee, the Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner in its capacity as an investor, including without limitation losses incurred as a result of Defaulted Receivables or Receivables which are charged off as uncollectible or (d) the Trust, the Trustee, the Certificate Owners or the Certificateholders for any liabilities, costs or expenses of the Trust, the Trustee or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federal, state or local income or franchise tax or any other tax imposed on or measured by income (including any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Certificate Owners or the Certificateholders in connection with the Trust or this Agreement to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 7.4 and Section 10.2(b) of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the termination of this Agreement, the resignation and removal of the Trustee and the payment in full of the Certificates.

Indemnification of the Trust and the Trustee. The -------------------------------------------- Servicer shall indemnify and hold harmless the Transferor, the Trust, for the benefit of the Certificateholders, Trust and the Trustee, including its officers, directors, agents and employees, Trustee from and against any loss, liability, expense, damage or injury suffered or sustained by them and reason of any acts, omissions or alleged acts or omissions arising out of or relating to any claims, actions or proceedings brought or asserted by third parties regarding the activities of the Trust or the Trustee for which the Servicer is responsible pursuant to this Agreement or any SupplementAgreement, including those arising from acts or omissions of the Servicer pursuant to this Agreement, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not -------- ------- indemnify (a) the Transferor, the Trust or the Trustee if such acts, omissions or their respective officers, directors, agents and employees for liabilities imposed by reason of alleged acts or omissions constitute fraud, negligence or negligence, breach of fiduciary duty or misconduct by (i) the Trustee in Trustee; provided further, that the performance of its duties under this Agreement or (ii) the Transferor or any Certificateholders, (b) the Transferor, Servicer shall not -------- ------- indemnify the Trust, the Trustee, the any Investor Certificateholders or any Certificate Owners for any liabilities, costs or expenses of the Certificateholders for liabilities arising from actions Trust with respect to any action taken by the Trustee at the request of such Investor Certificateholders; provided further, (c) that the Transferor, Servicer shall not indemnify -------- ------- the Trust, the Trustee, the any Investor Certificateholders or any Certificate Owners or the Certificateholders as to any losses, claims or damages incurred by a Certificateholder or a Certificate Owner any of them in its capacity their capacities as an investorinvestors, including without limitation losses incurred as a result of Defaulted defaulted Receivables or Receivables which are charged written off as uncollectible or (d) uncollectible; and provided further, that the Servicer shall not indemnify -------- ------- the Trust, the Trustee, any Investor Certificateholders or the Certificate Owners or the Certificateholders 62 for any liabilities, costs or expenses of the Trust, the Trustee such Investor Certificateholders or the Certificate Owners or Certificateholders arising under any tax law, including without limitation any Federalfederal, state or local income or franchise tax taxes or any other tax imposed on or measured by income (including or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the such Investor Certificateholders or such Certificate Owners or the Certificateholders in connection with the Trust or this Agreement herewith to any taxing authority. Except as set forth in the preceding sentence, neither the Servicer nor any of its directors, officers, employees or agents will be under any other liability to the Trust, the Trustee, the Certificateholders or any other person for any action taken, or for refraining from taking any action pursuant to this Agreement. Neither the Transferor nor the Servicer nor any of their respective directors, officers, employees or agents will be protected against any liability which would otherwise be imposed by reason of bad faith or gross negligence by or on behalf of the Transferor or the Servicer in the performance of their respective duties hereunder. The Transferor and the Servicer will be liable for any actual damages resulting directly from the material failure to perform any of their respective obligations under this Agreement. In addition, the Servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under this Agreement and which in its opinion may expose it to any expense or liability. The Servicer shall not be liable for any acts or omissions of any Successor Servicer. Subject to Sections 7.1 and 10.2(b) of the Agreement, any indemnification pursuant to this Section 8.4 shall only be from the assets of the Servicer. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and hereof. Any indemnification pursuant to this Section shall not be payable from the assets of the Trust. The obligations of the Servicer under this Section 8.4 shall survive ----------- the termination of this Agreement, the Trust and the resignation and or removal of the Trustee and the payment in full of the CertificatesTrustee.