Common use of Indemnities of Servicer Clause in Contracts

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement: (a) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the representations made by the Servicer under this Agreement:. (ab) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Securityholders and the Certificateholder Depositor and any of the officers, directors, employees and agents of the each such party Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved], excluding any losses incurred in connection with the sale of any repossessed Financed Vehicles in compliance with the terms of this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the SellerIssuer, the Owner Trustee, the Indenture Trustee and the Depositor and their respective officers, directors, agents and employees, and the Securityholders, from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Securities), and any costs and expenses in defending against the same. (d) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and or agents of the Seller, the Issuer, the Owner Trustee, Trustee and the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is was imposed upon any such Person through, the negligence, negligence or willful misfeasance or bad faith of the Servicer in the performance of its duties or by failure to perform its obligations under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files. (de) Promptly after receipt The Servicer shall compensate and indemnify the Indenture Trustee to the extent provided in Section 6.08 of the Indenture. For purposes of this Section, in the event of the termination of the rights and obligations of HCA (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.02, or the resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a party indemnified successor Servicer (other than the Indenture Trustee) pursuant to Section 8.03. Indemnification under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the ServicerServicer or the termination of this Agreement, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and reasonable expenses of litigation, including, without limitation, any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit brought) of any indemnification or other obligation of the Servicer). If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of The Servicer shall pay all amounts due, pursuant to this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant with respect to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Trustee and Owner Trustee as set forth in Section 8.025.05(b)(xi).

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:. (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Seller, the IssuerIssuing Entity, the Owner Trustee, the Indenture Trustee, the Paying AgentNoteholders, the Note Registrar, the Securities Intermediary, the Noteholders Certificateholder and the Certificateholder Seller and any of the officers, directors, employees directors and agents of the each such party Issuing Entity, the Owner Trustee, the Indenture Trustee and the Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought brought) by such an indemnified parties) party of any indemnification or other obligation of the Servicer), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a any Financed VehicleEquipment. (b) [Reserved]. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the IssuerIssuing Entity, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller and any of the their respective officers, directors, employees directors and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders from and against any and all coststaxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, expensesincluding any sales, lossesgross receipts, claimsgeneral corporation, damages and liabilities tangible personal property, privilege or license taxes (includingbut, but in the case of the Issuing Entity, not limited including any taxes asserted with respect to, reasonable legal feesand as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificate and the Notes, or asserted with respect to ownership of the Receivables, or Federal or other income taxes arising out of distributions on the Certificate or the Notes) and costs and expenses, and expenses (including any such reasonable legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought brought) by such an indemnified parties) party of any indemnification or other obligation of the Servicer)) in defending against the same. (c) The Servicer shall indemnify, defend and hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Seller, the Certificateholder and the Noteholders and any of the officers, directors and agents of the Issuing Entity, the Owner Trustee, the Indenture Trustee and the Seller from and against any and all costs, expenses, losses, claims, damages and liabilities (including any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought) by an indemnified party of any indemnification obligation of the Servicer) to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may Agreement or on account of the failure of the Servicer to be incurred by any such indemnified party qualified to do business as a result of foreign corporation or to have obtained a license or approval in any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Filesjurisdiction. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 The Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee and their respective officers, directors and agents from and against all costs, expenses, losses, claims, damages and liabilities (a “Servicer Indemnified Party”) of notice of the commencement of including any legal fees, costs and expenses incurred in connection with any enforcement (including any action, such Servicer Indemnified Party willclaim, if a claim in respect thereof is to be made against the or suit brought) by an indemnified party providing of any indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party obligation of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 Servicer) arising out of or 4.08 and it notifies incurred in connection with the Servicer Indemnifying Party acceptance or performance of the commencement thereoftrusts and duties herein and contained in the Trust Agreement, in the case of the Owner Trustee, and contained in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misconduct, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement. (e) To the extent not indemnified by the Seller under Section 6.03, the Servicer Indemnifying Party will assume shall pay any and all taxes levied or assessed upon all or any part of the defense thereofOwner Trust Estate, other than any taxes asserted with counsel reasonably satisfactory to such Servicer Indemnified Party (who mayrespect to, unless there isand as of the date of, as evidenced by an opinion the sale of counsel the Receivables to the Servicer Indemnified Party stating that there is an unwaivable conflict Issuing Entity or the issuance and original sale of interestthe Certificate and the Notes, be counsel to or Federal or other income taxes imposed on the Servicer Indemnifying Party)Issuing Entity because of its classification or reclassification for tax purposes, or Federal or other income taxes arising out of distributions on the Certificate or the Notes, and the Servicer Indemnifying Party will shall pay and indemnify against any and all state and local property taxes (including taxes on intangibles), excise taxes, sales taxes, franchise taxes (excluding franchise taxes based on or measured by income) and similar taxes levied or assessed upon all or any part of the Owner Trust Estate including, without limitation, the Receivables. (f) The Servicer shall pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (g) The Servicer shall, except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including, but not limited to, the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both) except any such expense, disbursement or advance as may be attributable to its negligence or bad faith. (h) The Servicer shall pay (or cause to be paid) when due and shall indemnify, defend and hold harmless the Issuing Entity from and against all liability as a result of Treasury Regulation Section 1.1502-6(a) or a similar provision under state or local law for income, franchise, gross receipts or other doing business taxes of the Servicer and any other corporation or entity (other than the Issuing Entity) that joins or has ever joined (or is or has ever been required to join) with the Servicer or the Seller in filing any consolidated, combined or unitary tax return, and costs and expenses in defending against the same; provided, however, the Issuing Entity shall be liable to such Servicer Indemnified Party for and shall pay when due any and all taxes of the Issuing Entity (including from ownership and collection of the Receivables) determined on a separate entity basis and no claim may be made and no amount indemnified against under this Section for any legal or other 7.02(h) on account of taxes of the Issuing Entity. (i) The Servicer shall pay the expenses subsequently incurred by such Servicer Indemnified Party in connection associated with replacing the defense thereofIndenture Trustee with a successor indenture trustee, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive unless the termination of this Agreement or the resignation or removal of the ServicerIndenture Trustee is a result of the willful misconduct, the Owner Trustee, negligence or bad faith of the Indenture Trustee and shall include reasonable fees and expenses as determined by a final non-appealable order by a court of counsel and expenses of litigation. If competent jurisdiction, in which case the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom removed Indenture Trustee will be responsible for such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestexpenses. For purposes of this SectionSection 7.02, in the event of the termination of the rights and obligations of TMCC JDCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation and any costs of enforcement of the Servicer’s indemnification obligation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement: (a) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, the Paying Agent and the Note Registrar and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and in the Trust Agreement contained, in the case of the Owner Trustee, and in the Indenture contained, in the case of the Indenture Trustee, the Paying Agent and the Note Registrar, except to the extent that such cost, expense, loss, claim, damage or liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or, in the case of the Indenture Trustee, the Paying Agent and the Note Registrar, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of such party; or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, including without limitation reasonable legal fees, costs and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified partiesof counsel) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a an “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a an “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Trustee and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. The Servicer will compensate and indemnify the Administrator to the extent and subject to the conditions set forth in Section 3 of the Administration Agreement. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or United States federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Any amounts payable to the Indenture Trustee pursuant to this Section 5.2(b), to the extent not paid by the Servicer, shall be paid by the Issuer in accordance with Section 8.5(a) of the Indenture. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Trustee and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody repurchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice will compensate and indemnify the Owner Trustee to the extent and subject to the conditions set forth in Sections 8.1 and 8.2 of the commencement of any action, such Trust Agreement. The Servicer Indemnified Party will, if a claim will compensate and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 6.7 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofIndenture, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel except to the Servicer Indemnified Party stating extent that there any cost, expense, loss, claim, damage or liability arises out of or is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 5.2 by the Bank (or any successor thereto pursuant to Section 4.08 shall 6.1), as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination or assignment of this Agreement and the Trust Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigationlitigation and those amounts incurred in connection with any action, claim or suit brought by the Indenture Trustee or the Owner Trustee to enforce its right to indemnification. If the Servicer shall have has made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:Agreement and the other Basic Documents to which it is a party and no implied duties or obligations shall be read into this Agreement or the other Basic Documents against the Servicer. (ai) The Servicer shall defend, indemnify, defend and hold harmless the SellerTrust Collateral Agent, the Issuer, the Owner TrusteeBackup Servicer, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Trustee and the Certificateholder Owner Trustee and any of the their respective officers, directors, employees and agents of agents, and the each such party Trust from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expensesclaims, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership ownership, or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]. (cii) The Servicer shall indemnify, defend defend, and hold harmless the SellerTrust Collateral Agent, the IssuerIndenture Trustee, the Owner Trustee, the Backup Servicer and their respective officers, directors, employees and agents, and the Trust from and against any taxes that may at any time be asserted against them with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the sale of the Loans to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of the Loans, or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (iii) The Servicer shall indemnify, defend, and hold harmless the Trust, the Backup Servicer, the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Trustee and the Noteholders and any each of the their respective officers, directors, employees and agents of the Selleragents, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon such party through the breach by the Servicer of its obligations under this Agreement or any such Person throughother Basic Document to which it is a party, in its capacity as Servicer, or the negligence, willful misfeasance misconduct or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as other Basic Document to which it is a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Filesparty. (div) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice of shall indemnify, defend, and hold harmless the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofTrust Collateral Agent, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the ServicerIndenture Trustee, the Owner Trustee, the Backup Servicer and each of their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein, except, with respect to any such indemnified party, to the extent that such cost, expense, loss, claim, damage, or liability: (a) shall be due to the willful misconduct, bad faith, or negligence (or, in the case of the Owner Trustee, gross negligence) of such indemnified party as determined by a court of competent jurisdiction; or (b) shall arise from such indemnified party’s breach of any of its representations or warranties in any material respect set forth in this Agreement or any other Basic Document to which such indemnified party is a party. (v) The Servicer shall indemnify, defend, and hold harmless, the Indenture Trustee, the Owner Trustee and each of their officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained in the Trust Agreement, except with respect to any such indemnified party, to the extent that such cost, expense, loss, claim, damage, or liability: (a) shall be due to the willful misconduct, bad faith or negligence (or in the case of the Owner Trustee, gross negligence) of such party as determined by a court of competent jurisdiction; or (b) shall arise from such indemnified party’s breach of any of its representations or warranties set forth in the Trust Agreement. The Servicer agrees to the indemnification set forth in Section 8.2 of the Trust Agreement, which provisions are incorporated by reference herein. (vi) The Servicer shall indemnify, defend, and hold harmless, the Backup Servicer and its officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, claim, damage, or liability arose out of, or was imposed upon the Backup Servicer resulting from the acts or omissions of the Servicer in the performance of its duties in its capacity as Servicer under this Agreement or any other Basic Document to which it is a party. Indemnification under this Section by the Servicer, with respect to the period such Person was (or was deemed to be) the Servicer, shall survive the termination of such Person as Servicer or a resignation by or removal of such Person as Servicer as well as the termination or assignment of this Agreement and shall include reasonable fees and documented and expenses of counsel and expenses of litigationlitigation (including costs and expenses (including any reasonable and documented legal fees, costs and expenses and court costs) incurred in connection with (i) any enforcement (including any action, claim or suit brought) by the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent or the Backup Servicer of any indemnification or other obligation of the Servicer or any other Person, and (ii) a successful defense, in whole or in part, of any claim that the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent or the Backup Servicer breached its standard of care). If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest. The indemnification provided for in this Section shall be paid to the indemnified party until such time as such court enters a judgment as to the extent and effect of the alleged willful misconduct, bad faith, or negligence (or in the case of the Owner Trustee, gross negligence), at which time such indemnified party shall, to the extent required pursuant to such court’s determination, promptly return to the Servicer any such indemnification amounts so received but not owed and any other amounts as determined by such court. For purposes of this SectionSection 7.02, in the event of the termination of the rights and obligations of TMCC the Servicer (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, 8.01 or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be remain the Servicer pending appointment of until a successor Servicer (other than the Indenture Trustee) has accepted its appointment pursuant to Section 8.02. The provisions of this paragraph shall in no way affect the survival pursuant to the preceding paragraph of the indemnification by the Servicer. Notwithstanding any other provision of this Agreement, the obligations of the Servicer described in this Section shall not terminate or be deemed released upon the resignation or termination of the Servicer and shall survive any termination of this Agreement to the extent that such obligations arise from the Servicer’s actions hereunder while acting as Servicer.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall will indemnify, defend and hold harmless the SellerIssuing Entity, the IssuerGrantor Trust, the Owner Trustee, the Grantor Trust Trustee, the Indenture Trustee, the Paying AgentCollateral Custodian, the Note Registrar, the Securities Intermediary, the Noteholders Backup Servicer and the Certificateholder Seller and any of the their respective officers, directors, employees and agents of the each such party from and against any and all costs, expenses, losses, damages, claims and liabilities costs (including, but not limited to, including reasonable legal fees, costs fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerrelated costs), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligencenegligence (other than errors in judgment), willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party, including those that may be incurred or by any such indemnified party as a result reason of breach of any act representations or omission warranties made herein by the Servicer (excluding, however, costs, expenses, losses, claims, damages and liabilities to the extent resulting from the negligence (or gross negligence (except for errors in connection with its maintenance and custody judgment) in the case where the Owner Trustee, Grantor Trust Trustee, Indenture Trustee or Collateral Custodian is seeking indemnification) or willful misconduct on the part of the Receivables Files. indemnified party or breach of any Transaction Document by the indemnified party (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice in the case of the commencement of Indenture Trustee and Collateral Custodian, resulting from the Indenture Trustee’s or the Collateral Custodian’s negligence or willful misconduct)). Such indemnification shall include any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced amounts incurred by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party indemnified party in connection with the defense thereofenforcement of the Servicer’s indemnification. (b) Notwithstanding anything contained herein to the contrary, the Servicer shall not be liable under this Agreement or any other than reasonable costs of investigation. The Transaction Document for any special, consequential or punitive damages whatsoever, whether in contract, tort or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to indemnification obligations set forth in for third-party claims made against a party. (c) Indemnification under this Section 7.02 and 4.2 by the Initial Servicer (or any successor thereto pursuant to Section 4.08 shall 5.1), as Servicer, with respect to the period such Person was the Servicer, will survive the termination of this Agreement such Person as Servicer or a resignation by such Person as Servicer as well as the resignation or removal of any other party or the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses termination or assignment of counsel and expenses of litigationthis Agreement. If the Servicer shall have has made any indemnity payments pursuant to this Section 4.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes If the Backup Servicer becomes the Servicer, the Backup Servicer shall continue to have the benefit of this SectionSection 4.2 for the period of time in which it was the Backup Servicer. (d) The Servicer agrees to indemnify and hold harmless the Sponsor, the Depositor, and each person, if any, who controls the Sponsor and the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense (including reasonable fees and expenses of counsel) whatsoever, as incurred that arises out of or in connection with: (1) any untrue statement or alleged untrue statement of a material fact contained in, or the omission or alleged omission to state a material fact required to be stated or necessary to make the statements, in the event light of the termination circumstances under which they were made, not misleading in, the information under the headings “Servicer”, “Servicing Procedures”, and “The Transaction Documents—The Servicing Agreement and Servicing of the rights Receivables”, in each case as set forth in (i) the Registration Statement at the time of first effectiveness on October 16, 2020, (ii) the Preliminary Prospectus, (iii) each Free Writing Prospectus identified on Schedule I, and obligations (iv) the Prospectus, and (2) any untrue statement of TMCC a material fact in the information provided by the Servicer for inclusion in each Form 10-D and ABS-EE and related exhibits, as set forth in Schedule II. (e) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the Servicer under this Section 4.2, notify the Servicer of the commencement thereof; but the omission to so notify the Servicer will not relieve it from any liability which it may have to any indemnified party, unless, and then only to the extent that, the Servicer did not otherwise learn of the claim and such delay is materially prejudicial to the Servicer’s ability to defend or to obtain coverage under the Servicer’s insurance policy for such claim. In case any successor thereto pursuant such action is brought against any indemnified party and it notifies the Servicer of the commencement thereof, the Servicer will be entitled to Section 7.03) as Servicer pursuant participate therein and, to Section 8.01, or the extent that it may wish and solely with respect to the allegations in such action for which the indemnified party intends to make a resignation by such claim against the Servicer pursuant to this AgreementSection 4.2, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Servicer to such indemnified party of its election so to assume the defense thereof, the Servicer will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both the indemnified party and the Servicer and the indemnified party shall have been advised by counsel that a conflict of interest prevents the indemnified party and the Servicer having the same counsel, the indemnified party or parties shall have the right to select a single separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties, and the Servicer will reimburse any reasonable legal expenses incurred by the indemnified party having separate counsel, as a result of any such conflict, as incurred. The Servicer shall be deemed to be not, without the Servicer prior written consent of the indemnified party, effect any settlement of any pending appointment or threatened action in respect of which any indemnified party is or could have been a successor Servicer (other than party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the Indenture Trustee) pursuant to Section 8.02subject matter of such action and any related future claims.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:. (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Seller, the IssuerIssuing Entity, the Owner Trustee, the Indenture Trustee, the Paying AgentNoteholders, the Note Registrar, the Securities Intermediary, the Noteholders Certificateholder and the Certificateholder Seller and any of the officers, directors, employees directors and agents of the each such party Issuing Entity, the Owner Trustee, the Indenture Trustee and the Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a any Financed VehicleEquipment. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, and the Seller and their respective officers, directors and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificate and the Notes, or asserted with respect to ownership of the Receivables, or Federal or other income taxes arising out of distributions on the Certificate or the Notes) and costs and expenses in defending against the same. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the IssuerIssuing Entity, the Owner Trustee, the Indenture Trustee, the Securities IntermediarySeller, the Certificateholder and the Noteholders and any of the officers, directors, employees directors and agents of the Seller, the IssuerIssuing Entity, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Trustee and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may Agreement or on account of the failure of the Servicer to be incurred by any such indemnified party qualified to do business as a result of foreign corporation or to have obtained a license or approval in any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Filesjurisdiction. (d) Promptly after receipt by a party indemnified under this Section 7.02 The Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee and their respective officers, directors and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or Section 4.08 incurred in connection with the acceptance or performance of the trusts and duties herein and contained in the Trust Agreement, in the case of the Owner Trustee, and contained in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability: (a “Servicer Indemnified Party”i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of notice the Owner Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against Trust Agreement. (e) To the party providing indemnification extent not indemnified by the Seller under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof6.03, the Servicer Indemnifying Party will assume shall pay any and all taxes levied or assessed upon all or any part of the defense thereofOwner Trust Estate, other than any taxes asserted with counsel reasonably satisfactory to such Servicer Indemnified Party (who mayrespect to, unless there isand as of the date of, as evidenced by an opinion the sale of counsel the Receivables to the Servicer Indemnified Party stating that there is an unwaivable conflict Issuing Entity or the issuance and original sale of interestthe Certificate and the Notes, be counsel to or Federal or other income taxes imposed on the Servicer Indemnifying Party)Issuing Entity because of its classification or reclassification for tax purposes, or Federal or other income taxes arising out of distributions on the Certificate or the Notes, and the Servicer Indemnifying Party will shall pay and indemnify against any and all state and local property taxes (including taxes on intangibles), excise taxes, sales taxes, franchise taxes (excluding franchise taxes based on or measured by income) and similar taxes levied or assessed upon all or any part of the Owner Trust Estate including, without limitation, the Receivables. (f) The Servicer shall pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (g) The Servicer shall, except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including, but not limited to, the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both) except any such expense, disbursement or advance as may be attributable to its negligence or bad faith. (h) The Servicer shall pay (or cause to be paid) when due and shall indemnify, defend and hold harmless the Issuing Entity from and against all liability as a result of Treasury Regulation Section 1.1502-6(a) or a similar provision under state or local law for income, franchise, gross receipts or other doing business taxes of the Servicer and any other corporation or entity (other than the Issuing Entity) that joins or has ever joined (or is or has ever been required to join) with the Servicer or the Seller in filing any consolidated, combined or unitary tax return, and costs and expenses in defending against the same; provided, however, the Issuing Entity shall be liable to such Servicer Indemnified Party for and shall pay when due any and all taxes of the Issuing Entity (including from ownership and collection of the Receivables) determined on separate entity basis and no claim may be made and no amount indemnified against under this Section for 7.02(h) on account of taxes of the Issuing Entity. For purposes of this Section 7.02, in the event of the termination of the rights and obligations of JDCC (or any legal successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or other expenses subsequently incurred a resignation by such Servicer Indemnified Party in connection with pursuant to this Agreement, such Servicer shall be deemed to be the defense thereof, Servicer pending appointment of a successor Servicer (other than reasonable costs of investigationthe Indenture Trustee) pursuant to Section 8.02. The obligations set forth in Indemnification under this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:. (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Seller, the IssuerIssuing Entity, the Owner Trustee, the Indenture Trustee, the Paying AgentNoteholders, the Note Registrar, the Securities Intermediary, the Noteholders Certificateholder and the Certificateholder Seller and any of the officers, directors, employees directors and agents of the each such party Issuing Entity, the Owner Trustee, the Indenture Trustee and the Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a any Financed VehicleEquipment. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, and the Seller and their respective officers, directors and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificate and the Notes, or asserted with respect to ownership of the Receivables, or Federal or other income taxes arising out of distributions on the Certificate or the Notes) and costs and expenses in defending against the same. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the IssuerIssuing Entity, the Owner Trustee, the Indenture Trustee, the Securities IntermediarySeller, the Certificateholder and the Noteholders and any of the officers, directors, employees directors and agents of the Seller, the IssuerIssuing Entity, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Trustee and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may Agreement or on account of the failure of the Servicer to be incurred by any such indemnified party qualified to do business as a result of foreign corporation or to have obtained a license or approval in any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Filesjurisdiction. (d) Promptly after receipt by a party indemnified under this Section 7.02 The Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee and their respective officers, directors and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or Section 4.08 incurred in connection with the acceptance or performance of the trusts and duties herein and contained in the Trust Agreement, in the case of the Owner Trustee, and contained in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability: (a “Servicer Indemnified Party”i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of notice the Owner Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against Trust Agreement. (e) To the party providing indemnification extent not indemnified by the Seller under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof6.03, the Servicer Indemnifying Party will assume shall pay any and all taxes levied or assessed upon all or any part of the defense thereofOwner Trust Estate, other than any taxes asserted with counsel reasonably satisfactory to such Servicer Indemnified Party (who mayrespect to, unless there isand as of the date of, as evidenced by an opinion the sale of counsel the Receivables to the Servicer Indemnified Party stating that there is an unwaivable conflict Issuing Entity or the issuance and original sale of interestthe Certificate and the Notes, be counsel to or Federal or other income taxes imposed on the Servicer Indemnifying Party)Issuing Entity because of its classification or reclassification for tax purposes, or Federal or other income taxes arising out of distributions on the Certificate or the Notes, and the Servicer Indemnifying Party will shall pay and indemnify against any and all state and local property taxes (including taxes on intangibles), excise taxes, sales taxes, franchise taxes (excluding franchise taxes based on or measured by income) and similar taxes levied or assessed upon all or any part of the Owner Trust Estate including, without limitation, the Receivables. (f) The Servicer shall pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (g) The Servicer shall, except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including, but not limited to, the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both) except any such expense, disbursement or advance as may be attributable to its negligence or bad faith. (h) The Servicer shall pay (or cause to be paid) when due and shall indemnify, defend and hold harmless the Issuing Entity from and against all liability as a result of Treasury Regulation Section 1.1502-6(a) or similar provision under state or local law for income, franchise, gross receipts or other doing business taxes of the Servicer and any other corporation or entity (other than the Issuing Entity) that joins or has ever joined (or is or has ever been required to join) with the Servicer or the Seller in filing any consolidated, combined or unitary tax return, and costs and expenses in defending against the same; provided, however, the Issuing Entity shall be liable to such Servicer Indemnified Party for and shall pay when due any and all taxes of the Issuing Entity (including from ownership and collection of the Receivables) determined on separate entity basis and no claim may be made and no amount indemnified against under this Section for 7.02(h) on account of taxes of the Issuing Entity. For purposes of this Section 7.02, in the event of the termination of the rights and obligations of JDCC (or any legal successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or other expenses subsequently incurred a resignation by such Servicer Indemnified Party in connection with pursuant to this Agreement, such Servicer shall be deemed to be the defense thereof, Servicer pending appointment of a successor Servicer (other than reasonable costs of investigationthe Indenture Trustee) pursuant to Section 8.02. The obligations set forth in Indemnification under this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee, the Paying AgentNoteholders, the Note Registrar, the Securities Intermediary, the Noteholders Certificateholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Basic Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Basic Documents) and costs and expenses in defending against the same. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Delaware Trustee, the Indenture Trustee, the Securities IntermediaryNoteholders, the Certificateholder Certificateholders and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Basic Document to which it is a party, or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by Agreement or any such indemnified party as other Basic Document to which it is a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Filesparty. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice of shall indemnify, defend, and hold harmless the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofOwner Trustee, the Servicer Indemnifying Party will assume Delaware Trustee and the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there isIndenture Trustee, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interestapplicable, be counsel to the Servicer Indemnifying Party)from and against all costs, expenses, losses, claims, damages, and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal liabilities arising out of or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereofacceptance or performance of the trusts and duties contained herein and in the other Basic Documents, other than reasonable costs if any, except to the extent that such cost, expense, loss, claim, damage, or liability: (i) shall be due to the willful misfeasance, bad faith, or negligence (except for errors in judgment) of investigation. The obligations the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable; (ii) in the case of the Owner Trustee, shall arise from the Owner Trustee's breach of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement or, in the case of the Indenture Trustee, from the Indenture Trustee's breach of any of its representations or warranties set forth in the Indenture; or (iii) in the case of the Indenture Trustee, shall arise out of or be incurred in connection with the performance by the Indenture Trustee of the duties of a Successor Servicer hereunder. For purposes of this Section 7.02 7.2, in the event of the termination of the rights and obligations of Ford Credit (or any successor thereto pursuant to Section 4.08 8.2) as Servicer pursuant to Section 8.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to continue to be the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 8.2. (e) Indemnification under this Section 7.2 by Ford Credit (or any successor thereto pursuant to Section 8.2) as Servicer, with respect to the period such Person was (or was deemed to be) the Servicer, shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section 7.2 and the Person to or on behalf of whom such payments are made thereafter collects shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Trustee and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. The Servicer will compensate and indemnify the Administrator to the extent and subject to the conditions set forth in Section 3 of the Administration Agreement. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligor and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Trustee and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody repurchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice will compensate and indemnify the Owner Trustee to the extent and subject to the conditions set forth in Sections 8.1 and 8.2 of the commencement of any action, such Trust Agreement. The Servicer Indemnified Party will, if a claim will compensate and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 6.7 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofIndenture, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel except to the Servicer Indemnified Party stating extent that there any cost, expense, loss, claim, damage or liability arises out of or is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 5.2 by the Bank (or any successor thereto pursuant to Section 4.08 shall 6.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement and the Trust Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying AgentNoteholders, the Note RegistrarInsurer, the Securities Intermediary, the Noteholders Residual Interestholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligor and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediaryNoteholders, the Certificateholder Note Insurer, the Residual Interestholders and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody repurchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 2.6 or Section 3.6 (except to the extent described in Section 3.6). (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 The Servicer will indemnify Wilmington Trust Company in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents (a the “Servicer Indemnified PartyParties”) from and against, any and all loss, liability, expense, tax, penalty or claim (including reasonable legal fees and expenses) of notice any kind and nature whatsoever which may at any time be imposed on, incurred by, or asserted against Wilmington Trust Company in its individual capacity and as trustee or any Indemnified Party in any way relating to or arising out of the commencement of any actionTrust Agreement, such Servicer Indemnified Party willthe other Transaction Documents, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”)Trust Estate, notify such Servicer Indemnifying Party the administration of the commencement thereof. In case any such Trust Estate or the action is brought against any Servicer Indemnified Party or inaction of Wilmington Trust Company under this Section 7.02 or 4.08 and it notifies the Trust Agreement; provided, however, that the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will shall not be liable for or required to such Servicer Indemnified Party under this indemnify Wilmington Trust Company from and against any of the foregoing expenses arising or resulting from (i) its own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any representation or warranty contained in Section for any legal 7.3 of the Trust Agreement expressly made by Wilmington Trust Company in its individual capacity, (iii) liabilities arising from the failure of Wilmington Trust Company to perform obligations expressly undertaken by it in the last sentence of Section 6.4 of the Trust Agreement or (iv) taxes, fees or other expenses subsequently charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. To the extent not paid by the Servicer, such indemnification shall be paid in accordance with Section 4.4 of this Agreement or Section 5.4(b) of the Indenture. The Servicer will compensate the Indenture Trustee and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in Section 6.7 of the Indenture, except to the extent that any cost, expense, loss, claim, damage or liability arises out of or is incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a Successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by COAF (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders ) and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Securities Intermediary, the Certificateholder ) and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody purchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this The Servicer will compensate and indemnify the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Owner Trustee to the extent and subject to the conditions set forth in Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice 6.7 of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Indenture and Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 8.2 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofTrust Agreement, the Servicer Indemnifying Party will assume the defense thereofas applicable, except, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel respect to the Servicer Indemnified Party stating that there is an unwaivable conflict of interestIndenture Trustee, be counsel to the Servicer Indemnifying Party)extent that any cost, and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal expense, loss, claim, damage or other expenses subsequently liability arises out of or is incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a Successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by Santander Consumer (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee (including when performing its duties as Relevant Trustee) and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Trustee and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Trustee and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody purchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this The Servicer will compensate and indemnify the Indenture Trustee and the Owner Trustee to the extent and subject to the conditions set forth in Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice 6.7 of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Indenture and Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 8.2 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofTrust Agreement, the Servicer Indemnifying Party will assume the defense thereofas applicable, except, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel respect to the Servicer Indemnified Party stating that there is an unwaivable conflict of interestIndenture Trustee, be counsel to the Servicer Indemnifying Party)extent that any cost, and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal expense, loss, claim, damage or other expenses subsequently liability arises out of or is incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a Successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by Santander Consumer (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement: (a) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller, the Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and in the Trust Agreement contained, in the case of the Owner Trustee, and in the Indenture contained, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or, in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee; or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, Trustee and the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, including without limitation reasonable legal fees, costs and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified partiesof counsel) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “Servicer an "Indemnified Party”") of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer an "Indemnifying Party”"), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the representations made by the Servicer under this Agreement: (a) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Securityholders and the Certificateholder Depositor and any of the officers, directors, employees and agents of the each such party Issuer, the Owner Trustee and the Indenture Trustee from and against any and all reasonable and duly documented costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, excluding any losses incurred in connection with the sale of any repossessed Financed Vehicles in a commercially reasonable manner and in compliance with the terms of this Agreement. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor, and their respective officers, directors, agents and employees, and the Securityholders, from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes), and any reasonable costs and expenses in defending against the same. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediaryDepositor, the Certificateholder and the Noteholders Securityholders and any of the officers, directors, employees and or agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Depositor and the Noteholders Indenture Trustee from and against any and all reasonable and duly documented costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is was imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. For purposes of this Section, including those that may in the event of the termination of the rights and obligations of BMW FS (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.02, or the resignation by such Servicer pursuant to this Agreement, such Servicer shall be incurred by any such indemnified party as a result of any act or omission by deemed to be the Servicer in connection with its maintenance and custody pending appointment of a successor Servicer (other than the Receivables Files. (dIndenture Trustee) Promptly after receipt by a party indemnified pursuant to Section 8.03. Indemnification under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the ServicerServicer or the termination of this Agreement with respect to acts of the Servicer prior thereto, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and reasonable expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee (including when performing its duties as Relevant Trustee), the Indenture Trustee (including when performing its duties as Relevant Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders ) and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee (including when performing its duties as Relevant Trustee) and the Indenture Trustee (including when performing its duties as Relevant Trustee) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee (including when performing its duties as Relevant Trustee), the Indenture Trustee (including when performing its duties as Relevant Trustee, the Securities Intermediary, the Certificateholder ) and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody purchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this The Servicer will compensate and indemnify the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Owner Trustee (including when performing its duties as Relevant Trustee) to the extent and subject to the conditions set forth in Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice 6.7 of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Indenture and Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 8.2 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofTrust Agreement, the Servicer Indemnifying Party will assume the defense thereofas applicable, except, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel respect to the Servicer Indemnified Party stating that there is an unwaivable conflict of interestIndenture Trustee, be counsel to the Servicer Indemnifying Party)extent that any cost, and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal expense, loss, claim, damage or other expenses subsequently liability arises out of or is incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a Successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by Santander Consumer (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee (including when performing its duties as Relevant Trustee, ) or the Indenture Trustee (including when performing its duties as Relevant Trustee) and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Issuer Delaware Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Indenture Trustee and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Issuer Delaware Trustee and the Indenture TrusteeTrustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes and costs and expenses in defending against the same. For the avoidance of doubt, the Securities IntermediaryServicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the Certificateholder and the Noteholders and any credit risk of the officersObligor and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer will indemnify, directors, employees defend and agents of the Seller, hold harmless the Issuer, the Owner Trustee, the Indenture Issuer Delaware Trustee, the Securities Intermediary, the Certificateholder Indenture Trustee and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody repurchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice will compensate and indemnify the Owner Trustee and the Issuer Delaware Trustee to the extent and subject to the conditions set forth in Sections 8.1 and 8.2 of the commencement of any action, such Trust Agreement. The Servicer Indemnified Party will, if a claim will compensate and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 6.7 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofIndenture, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel except to the Servicer Indemnified Party stating extent that there any cost, expense, loss, claim, damage or liability arises out of or is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by VCI (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement and the Trust Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement, and hereby agree to the following: (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Delaware Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Indenture Trustee (including when performing its duties as Relevant Trustee) and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of a Financed Vehicle. (b) [Reserved]The Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be payable (i) to the Indenture Trustee, the Owner Trustee and the Delaware Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available Funds available therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Delaware Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Securities Intermediary, the Certificateholder ) and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody purchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party willThe Issuer or, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofapplicable, the Servicer Indemnifying Party will assume compensate and indemnify the defense thereofIndenture Trustee (including when performing its duties as Relevant Trustee), the Owner Trustee and the Delaware Trustee to the extent and subject to the conditions set forth in Section 6.7 of the Indenture and Section 8.2 of the Trust Agreement, as applicable, except, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel respect to the Servicer Indemnified Party stating that there is an unwaivable conflict of interestIndenture Trustee, be counsel to the Servicer Indemnifying Party)extent that any cost, and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal expense, loss, claim, damage or other expenses subsequently liability arises out of or is incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by Santander Consumer (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination or assignment of such Person as Servicer or a resignation by such Person as Servicer as well as the termination or assignment of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee (including when performing its duties as Relevant Trustee) and shall will include reasonable fees and expenses of counsel and expenses of litigation. If either the Issuer or the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicersuch party, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Issuer Delaware Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Indenture Trustee and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Issuer Delaware Trustee and the Indenture TrusteeTrustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes and costs and expenses in defending against the same. For the avoidance of doubt, the Securities IntermediaryServicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the Certificateholder and the Noteholders and any credit risk of the officersObligor and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer will indemnify, directors, employees defend and agents of the Seller, hold harmless the Issuer, the Owner Trustee, the Indenture Issuer Delaware Trustee, the Securities Intermediary, the Certificateholder Indenture Trustee and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody repurchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice will compensate and indemnify the Owner Trustee and the Issuer Delaware Trustee to the extent and subject to the conditions set forth in Sections 8.1 and 8.2 of the commencement of any action, such Trust Agreement. The Servicer Indemnified Party will, if a claim will compensate and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 6.7 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofIndenture, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel except to the Servicer Indemnified Party stating extent that there any cost, expense, loss, claim, damage or liability arises out of or is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by VCI (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement and the Trust Agreement or the resignation or removal of the Servicer, the Owner Trustee, Issuer Delaware Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes The indemnification obligations of VCI under the first sentence of this Section, in Section 6.2(d) shall survive the event resignation and removal of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) VCI as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02Servicer.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement: (a) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee, the Paying Agent and the Note Registrar and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and in the Trust Agreement contained, in the case of the Owner Trustee, and in the Indenture contained, in the case of the Indenture Trustee, the Paying Agent and the Note Registrar, except to the extent that such cost, expense, loss, claim, damage or liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or, in the case of the Indenture Trustee, the Paying Agent and the Note Registrar, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of such party; or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, including without limitation reasonable legal fees, costs and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified partiesof counsel) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a an “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a an “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement, and hereby agree to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders ) and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of a Financed Vehicle. (b) [Reserved]The Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be payable (i) to the Indenture Trustee and the Owner Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available Funds available therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Securities Intermediary, the Certificateholder ) and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody purchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party willThe Issuer or, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofapplicable, the Servicer Indemnifying Party will assume compensate and indemnify the defense thereofIndenture Trustee (including when performing its duties as Relevant Trustee) and the Owner Trustee to the extent and subject to the conditions set forth in Section 6.7 of the Indenture and Section 8.2 of the Trust Agreement, as applicable, except, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel respect to the Servicer Indemnified Party stating that there is an unwaivable conflict of interestIndenture Trustee, be counsel to the Servicer Indemnifying Party)extent that any cost, and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal expense, loss, claim, damage or other expenses subsequently liability arises out of or is incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by Santander Consumer (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination or assignment of such Person as Servicer or a resignation by such Person as Servicer as well as the termination or assignment of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee (including when performing its duties as Relevant Trustee) and shall will include reasonable fees and expenses of counsel and expenses of litigation. If either the Issuer or the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicersuch party, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. (a) The Servicer and the Backup Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Backup Servicer, respectively, and the representations made by the Servicer and the Backup Servicer under this Agreement:Agreement and, in the case of the Servicer, the other Basic Documents. (ab) The Servicer shall indemnify, defend and hold harmless the Seller, indemnify the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder Backup Servicer and any of the officers, directors, employees and agents of the each such party Person from and against any and all costscosts (including reasonable legal fees and expenses), expenses, losses, damages, claims and liabilities (includingincluding servicing, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement underwriting or realization issues (including any action, claim, or suit brought by such indemnified partieswith respect to violations of consumer protection laws)) of any indemnification or other obligation of the Servicer), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved], excluding any losses incurred solely in connection with the sale of any repossessed Financed Vehicles in a commercially reasonable manner and in compliance with the terms of this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Seller, indemnify the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Backup Servicer and any of the officers, directors, employees and agents of each such Person, from and against any taxes that may at any time be asserted against any of such parties with respect to the Sellertransactions contemplated in this Agreement, including any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including (i) any federal, state or other income taxes, (ii) any general corporation or franchise taxes, or (iii) any taxes asserted with respect to the transfer of the Collateral to the Issuer or the issuance and original sale of the Notes), and any costs and expenses in defending against the same (including reasonable legal fees and expenses). For the avoidance of doubt, the Servicer will not indemnify any Person for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of any Obligor and for which reimbursement would constitute recourse for uncollectible Receivables. (d) The Servicer shall indemnify the Indenture Trustee and the Owner Trustee, the Backup Servicer and their respective officers, directors, employees and agents, from and against any loss, liability, expense, damage or injury (including reasonable legal fees and expenses) directly or indirectly related to, arising out of or incurred in connection with (i) in the case of the Indenture Trustee, the Indenture Trustee’s performance of its duties under the Indenture, (ii) in the case of the Owner Trustee, the Owner Trustee’s performance of its duties under the Trust Agreement, (iii) the acceptance, administration or performance by, or action or inaction of, the Indenture Trustee or the Owner Trustee, as applicable, of the trusts and duties contained in the Basic Documents, or (iv) in the case of the Backup Servicer, the Backup Servicer’s performance of its duties under this Agreement, except in each case to the extent that such loss, liability, expense, damage or injury suffered: (A) is due to the willful misconduct, bad faith or negligence of the Person seeking to be indemnified; (B) to the extent otherwise payable to the Indenture Trustee, arises from the Indenture Trustee’s breach of any of its representations or warranties under the Indenture; (C) to the extent otherwise payable to the Owner Trustee, arises from the Owner Trustee’s breach of any of its representations or warranties set forth under the Trust Agreement; (D) to the extent otherwise payable to the Backup Servicer, arises from the Backup Servicer’s breach of any of its representations or warranties set forth under this Agreement; or (E) shall arise out of or be incurred as a result of the negligence or willful misconduct of the Backup Servicer in connection with its performance of the duties of successor Servicer hereunder should the Indenture Trustee assume such duties. (e) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediaryBackup Servicer and their respective officers, the Certificateholder directors, employees and the Noteholders agents from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, including reasonable legal fees, costs fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is was imposed upon any such Person through(i) through any breach of the Servicer’s obligations hereunder and under the other Basic Documents, (ii) the negligence, willful misfeasance or bad faith of the Servicer (except errors in judgment) in the performance of its duties under this Agreement or Agreement, (iii) by reason of reckless disregard breach of its representations, warranties, obligations and or duties under this Agreement, including those that may be incurred by or (iv) for any such indemnified party as a result violation of any act or omission law by the Servicer in connection with its maintenance and custody of the Receivables FilesServicer. (df) Promptly after receipt by a party indemnified Indemnification under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 7.03 shall survive the termination of this Agreement or the resignation or removal of the ServicerServicer or the termination of this Agreement with respect to acts of the Servicer prior thereto, the Owner Trustee, the Indenture Trustee and shall include without limitation reasonable fees and expenses of counsel and reasonable expenses of litigation. For purposes of this Section 7.03, in the event of the termination of the rights and obligations of CRB (or any successor thereto pursuant to Section 7.04) as Servicer pursuant to Section 8.01(a), or the resignation by such Servicer pursuant to Section 7.07, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Backup Servicer or the Indenture Trustee) pursuant to Section 8.03 and in the case of the Backup Servicer or the Indenture Trustee becoming successor Servicer, CRB shall continue to be deemed the Servicer for purposes of the indemnities in this Section 7.03. If the Servicer shall have made any indemnity payments pursuant to this Section 7.03 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes . (g) Indemnification under this Section 7.03 shall survive the resignation or removal of this Sectionthe Owner Trustee, in the event of Indenture Trustee, the Backup Servicer or the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying AgentNoteholders, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligor and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediaryNoteholders, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody repurchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice will compensate and indemnify the Owner Trustee to the extent and subject to the conditions set forth in Sections 8.1 and 8.2 of the commencement of any action, such Trust Agreement. The Servicer Indemnified Party will, if a claim will compensate and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 6.7 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofIndenture, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel except to the Servicer Indemnified Party stating extent that there any cost, expense, loss, claim, damage or liability arises out of or is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by VCI (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement and the Trust Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement, and hereby agree to the following: (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders ) and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of a Financed Vehicle. (b) [Reserved]The Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be payable (i) to the Indenture Trustee and the Owner Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available Funds available therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Securities Intermediary, the Certificateholder ) and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody purchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party willThe Issuer or, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofapplicable, the Servicer Indemnifying Party will assume compensate and indemnify the defense thereofIndenture Trustee (including when performing its duties as Relevant Trustee) and the Owner Trustee to the extent and subject to the conditions set forth in Section 6.7 of the Indenture and Section 8.2 of the Trust Agreement, as applicable, except, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel respect to the Servicer Indemnified Party stating that there is an unwaivable conflict of interestIndenture Trustee, be counsel to the Servicer Indemnifying Party)extent that any cost, and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal expense, loss, claim, damage or other expenses subsequently liability arises out of or is incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by Santander Consumer (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination or assignment of such Person as Servicer or a resignation by such Person as Servicer as well as the termination or assignment of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee (including when performing its duties as Relevant Trustee) and shall will include reasonable fees and expenses of counsel and expenses of litigation. If either the Issuer or the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicersuch party, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement: (a) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller, the Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and in the Trust Agreement contained, in the case of the Owner Trustee, and in the Indenture contained, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or, in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee; or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, Trustee and the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, including without limitation reasonable legal fees, costs and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified partiesof counsel) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a an “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a an “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying AgentNoteholders, the Note RegistrarInsurer, the Securities Intermediary, the Noteholders Residual Interestholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligor and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediaryNoteholders, the Certificateholder Note Insurer, the Residual Interestholders and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody repurchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 2.6 or Section 3.6 (except to the extent described in Section 3.6). (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 The Servicer will indemnify Wilmington Trust Company in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents (a the “Servicer Indemnified PartyParties”) from and against, any and all loss, liability, expense, tax, penalty or claim (including reasonable legal fees and expenses) of notice any kind and nature whatsoever which may at any time be imposed on, incurred by, or asserted against Wilmington Trust Company in its individual capacity and as trustee or any Indemnified Party in any way relating to or arising out of the commencement of any actionTrust Agreement, such Servicer Indemnified Party willthe other Transaction Documents, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”)Trust Estate, notify such Servicer Indemnifying Party the administration of the commencement thereof. In case any such Trust Estate or the action is brought against any Servicer Indemnified Party or inaction of Wilmington Trust Company under this Section 7.02 or 4.08 and it notifies the Trust Agreement; provided, however, that the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will shall not be liable for or required to such Servicer Indemnified Party under this indemnify Wilmington Trust Company from and against any of the foregoing expenses arising or resulting from (i) its own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any representation or warranty contained in Section for any legal 7.3 of the Trust Agreement expressly made by Wilmington Trust Company in its individual capacity, (iii) liabilities arising from the failure of Wilmington Trust Company to perform obligations expressly undertaken by it in the last sentence of Section 6.4 of the Trust Agreement or (iv) taxes, fees or other expenses subsequently charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. To the extent not paid by the Servicer, such indemnification shall be paid in accordance with Section 4.4 of this Agreement or Section 5.4(b) of the Indenture. The Servicer will compensate the Indenture Trustee and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in Section 6.7 of the Indenture, except to the extent that any cost, expense, loss, claim, damage or liability arises out of or is incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a Successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by COAF (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in . (f) If a tax is levied or assessed upon the event Issuer or upon all or any part of the termination of Trust Estate under HB3, which tax becomes due and payable after the rights Closing Date and obligations of TMCC (or any successor thereto is not paid by the Seller pursuant to Section 7.03) as Servicer pursuant to Section 8.015.2(b), or a resignation by such Servicer pursuant to this Agreement, such the Servicer shall be deemed pay such tax (or cause such tax to be paid) to the Servicer pending appointment applicable taxing authority on behalf of a successor Servicer (other than the Indenture Trustee) pursuant Issuer. Notwithstanding anything to Section 8.02the contrary contained herein, nothing in this Agreement should be read to imply that the Issuer is doing business in Texas, has sufficient nexus with Texas in order for HB3 to apply to the Issuer or is otherwise subject to the tax described in HB3.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall will indemnify, defend and hold harmless the SellerIssuing Entity, the IssuerGrantor Trust, the Owner Trustee, the Grantor Trust Trustee, the Indenture Trustee, the Paying AgentCollateral Custodian, the Note Registrar, the Securities Intermediary, the Noteholders Backup Servicer and the Certificateholder Seller and any of the their respective officers, directors, employees and agents of the each such party from and against any and all costs, expenses, losses, damages, claims and liabilities costs (including, but not limited to, including reasonable legal fees, costs fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerrelated costs), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expensesdamages, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), xxxxxxxxxxx to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligencenegligence (other than errors in judgment), willful misfeasance misconduct or bad faith of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party, including those that may be incurred or by any such indemnified party as a result reason of breach of any act representations or omission warranties made herein by the Servicer (excluding, however, costs, expenses, losses, claims, damages and liabilities to the extent resulting from the negligence (or gross negligence (except for errors in connection with its maintenance and custody judgment) in the case where the Owner Trustee, Grantor Trust Trustee, Indenture Trustee or Collateral Custodian is seeking indemnification) or willful misconduct on the part of the Receivables Files. indemnified party or breach of any Transaction Document by the indemnified party (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice in the case of the commencement of Indenture Trustee and Collateral Custodian, resulting from the Indenture Trustee’s or the Collateral Custodian’s negligence or willful misconduct)). Such indemnification shall include any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced amounts incurred by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party indemnified party in connection with the defense thereofenforcement of the Servicer’s indemnification. (b) Notwithstanding anything contained herein to the contrary, the Servicer shall not be liable under this Agreement or any other than reasonable costs of investigation. The Transaction Document for any special, consequential or punitive damages whatsoever, whether in contract, tort or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to indemnification obligations set forth in for third-party claims made against a party. (c) Indemnification under this Section 7.02 and 4.2 by the Initial Servicer (or any successor thereto pursuant to Section 4.08 shall 5.1), as Servicer, with respect to the period such Person was the Servicer, will survive the termination of this Agreement such Person as Servicer or a resignation by such Person as Servicer as well as the resignation or removal of any other party or the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses termination or assignment of counsel and expenses of litigationthis Agreement. If the Servicer shall have has made any indemnity payments pursuant to this Section 4.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes If the Backup Servicer becomes the Servicer, the Backup Servicer shall continue to have the benefit of this SectionSection 4.2 for the period of time in which it was the Backup Servicer. (d) The Servicer agrees to indemnify and hold harmless the Sponsor, the Depositor, and each person, if any, who controls the Sponsor and the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense (including reasonable fees and expenses of counsel) whatsoever, as incurred that arises out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in, or the omission or alleged omission to state a material fact required to be stated or necessary to make the statements, in the event light of the termination circumstances under which they were made, not misleading in, the information under the headings “Servicer”, “Servicing Procedures”, and “The Transaction Documents—The Servicing Agreement and Servicing of the rights Receivables”, in each case as set forth in (A) the Registration Statement at the time of first effectiveness on March 18, 2022, (B) the Preliminary Prospectus, (C) each Free Writing Prospectus identified on Schedule I, and obligations (D) the Prospectus, and (ii) any untrue statement of TMCC a material fact in the information provided by the Servicer for inclusion in each Form 10-D and ABS-EE and related exhibits, as set forth in Schedule II. (e) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the Servicer under this Section 4.2, notify the Servicer of the commencement thereof; but the omission to so notify the Servicer will not relieve it from any liability which it may have to any indemnified party, unless, and then only to the extent that, the Servicer did not otherwise learn of the claim and such delay is materially prejudicial to the Servicer’s ability to defend or to obtain coverage under the Servicer’s insurance policy for such claim. In case any successor thereto pursuant such action is brought against any indemnified party and it notifies the Servicer of the commencement thereof, the Servicer will be entitled to Section 7.03) as Servicer pursuant participate therein and, to Section 8.01, or the extent that it may wish and solely with respect to the allegations in such action for which the indemnified party intends to make a resignation by such claim against the Servicer pursuant to this AgreementSection 4.2, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the Servicer to such indemnified party of its election so to assume the defense thereof, the Servicer will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both the indemnified party and the Servicer and the indemnified party shall have been advised by counsel that a conflict of interest prevents the indemnified party and the Servicer having the same counsel, the indemnified party or parties shall have the right to select a single separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties, and the Servicer will reimburse any reasonable legal expenses incurred by the indemnified party having separate counsel, as a result of any such conflict, as incurred. The Servicer shall be deemed to be not, without the Servicer prior written consent of the indemnified party, effect any settlement of any pending appointment or threatened action in respect of which any indemnified party is or could have been a successor Servicer (other than party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the Indenture Trustee) pursuant to Section 8.02subject matter of such action and any related future claims.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:Agreement and the other Basic Documents to which it is a party and no implied duties or obligations shall be read into this Agreement or the other Basic Documents against the Servicer. (ai) The Servicer shall defend, indemnify, defend and hold harmless the SellerTrust Collateral Agent, the Issuer, the Owner TrusteeBackup Servicer, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Trustee and the Certificateholder Owner Trustee and any of the their respective officers, directors, employees and agents of agents, and the each such party Trust from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expensesclaims, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership ownership, or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]. (cii) The Servicer shall indemnify, defend defend, and hold harmless the SellerTrust Collateral Agent, the IssuerIndenture Trustee, the Owner Trustee, the Backup Servicer and their respective officers, directors, employees and agents, and the Trust from and against any taxes that may at any time be asserted against them with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the sale of the Loans to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of the Loans, or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (iii) The Servicer shall indemnify, defend, and hold harmless the Trust, the Backup Servicer, the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Trustee and the Noteholders and any each of the their respective officers, directors, employees and agents of the Selleragents, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon such party through the breach by the Servicer of its obligations under this Agreement or any such Person throughother Basic Document to which it is a party, in its capacity as Servicer, or the negligence, willful misfeasance misconduct or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as other Basic Document to which it is a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Filesparty. (div) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice of shall indemnify, defend, and hold harmless the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofTrust Collateral Agent, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the ServicerIndenture Trustee, the Owner Trustee, the Backup Servicer and each of their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein, except, with respect to the any such indemnified party, to the extent that such cost, expense, loss, claim, damage, or liability: (a) shall be due to the willful misconduct, bad faith, or negligence (or, in the case of the Owner Trustee, gross negligence) of such indemnified party; (b) shall arise from such indemnified party’s breach of any of its representations or warranties in any material respect set forth in this Agreement or any other Basic Document to which such indemnified party is a party; or (c) as to the Trust Collateral Agent, shall arise out of or be incurred in connection with the performance by the Trust Collateral Agent of the duties of successor Servicer hereunder. (v) The Servicer shall indemnify, defend, and hold harmless, the Indenture Trustee, the Owner Trustee and each of their officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained in the Trust Agreement, with respect to any such indemnified party, to the extent that such cost, expense, loss, claim, damage, or liability: (a) shall be due to the willful misconduct, bad faith or negligence (or in the case of the Owner Trustee, gross negligence) of such party; or (b) shall arise from such indemnified party’s breach of any of its representations or warranties set forth in the Trust Agreement. The Servicer agrees to the indemnification set forth in Section 8.2 of the Trust Agreement, which provisions are incorporated by reference herein. (vi) The Servicer shall indemnify, defend, and hold harmless, the Backup Servicer and its officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, claim, damage, or liability arose out of, or was imposed upon the Backup Servicer resulting from the acts or omissions of the Servicer in the performance of its duties in its capacity as Servicer under this Agreement or any other Basic Document to which it is a party. Indemnification under this Section by the Servicer, with respect to the period such Person was (or was deemed to be) the Servicer, shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest. For purposes of this SectionSection 7.02, in the event of the termination of the rights and obligations of TMCC the Servicer (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, 8.01 or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be remain the Servicer pending appointment of until a successor Servicer (other than the Indenture Trustee) has accepted its appointment pursuant to Section 8.02. The provisions of this paragraph shall in no way affect the survival pursuant to the preceding paragraph of the indemnification by the Servicer. Notwithstanding any other provision of this Agreement, the obligations of the Servicer described in this Section shall not terminate or be deemed released upon the resignation or termination of the Servicer and shall survive any termination of this Agreement to the extent that such obligations arise from the Servicer’s actions hereunder while acting as Servicer.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Trustee and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligor and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Trustee and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody repurchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice will compensate and indemnify the Owner Trustee to the extent and subject to the conditions set forth in Sections 8.1 and 8.2 of the commencement of any action, such Trust Agreement. The Servicer Indemnified Party will, if a claim will compensate and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 6.7 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofIndenture, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel except to the Servicer Indemnified Party stating extent that there any cost, expense, loss, claim, damage or liability arises out of or is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by VCI (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement and the Trust Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes The indemnification obligations of VCI under the first sentence of this Section, in Section 6.2(d) shall survive the event resignation and removal of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) VCI as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02Servicer.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:. (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Seller, the IssuerIssuing Entity, the Owner Trustee, the Indenture Trustee, the Paying AgentNoteholders, the Note Registrar, the Securities Intermediary, the Noteholders Certificateholders and the Certificateholder Depositor and any of the officers, directors, employees directors and agents of the each such party Issuing Entity, the Owner Trustee, the Indenture Trustee and the Depositor from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate (other than the Depositor or the Issuing Entity) thereof of a Financed Vehicleany Transaction Equipment. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, and the Depositor and their respective officers, directors and agents from and against (i) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity or the Depositor, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificates and the Notes, or asserted with respect to ownership of the Receivables, or Federal or other income taxes arising out of distributions on the Certificates or the Notes) and (ii) costs and expenses in defending against the same. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the IssuerIssuing Entity, the Owner Trustee, the Indenture Trustee, the Securities IntermediaryDepositor, the Certificateholder Certificateholders and the Noteholders and any of the officers, directors, employees directors and agents of the Seller, the IssuerIssuing Entity, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Trustee and the Noteholders Depositor from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that any such cost, expense, loss, claim, damage or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may Agreement or on account of the failure of the Servicer to be incurred by any such indemnified party qualified to do business as a result of foreign corporation or to have obtained a license or approval in any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Filesjurisdiction. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice of shall indemnify, defend and hold harmless the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party)Owner Trustee, and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal Indenture Trustee and their respective officers, directors and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereofacceptance or performance of the trusts and duties herein, and in the case of the Owner Trustee, in the Trust Agreement, and in the case of the Indenture Trustee, the Indenture, except to the extent that any such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as applicable; or (ii) shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement. (e) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate, other than reasonable costs any taxes asserted with respect to, and as of investigationthe date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificates and the Notes, or Federal or other income taxes imposed on the Issuing Entity because of its classification or reclassification for tax purposes, or Federal or other income taxes arising out of distributions on the Certificates or the Notes. The obligations set forth For purposes of this Section, in this Section 7.02 and Section 4.08 shall survive the event of the termination of the rights and obligations of CFSC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement or Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02. Indemnification under this Section shall survive the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:. (ai) The Servicer shall defend, indemnify, defend and hold harmless the Seller, the Issuer, the Owner TrusteeTrustee (in its individual and trust capacities), the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder and any of the their officers, directors, employees and agents of agents, the each such party Trust, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expensesclaims, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership ownership, or operation by the Servicer or any Affiliate affiliate thereof of a Financed Vehicle. (b) [Reserved]. (cii) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner TrusteeTrustee (in its individual and trust capacities), the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the their officers, directors, employees and agents and the Trust from and against any taxes that may at any time be asserted against such parties with respect to the transactions contemplated herein, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but, in the case of the SellerTrust, not including any taxes asserted with respect to, and as of the date of, the Issuersale of the Receivables to the Trust or the issuance and original sale of the Certificate, the Notes, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificate or the Notes) and costs and expenses in defending against the same. (iii) The Servicer shall indemnify, defend, and hold harmless the Owner TrusteeTrustee (in its individual and trust capacities), the Indenture Trustee, the Securities IntermediaryInsurer, their officers, directors, employees and agents, and the Trust, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages actions, suits, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such parties through, the negligence, willful misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. This indemnity shall survive the termination of this Agreement or the Trust and the resignation or removal of the Owner Trustee. (includingiv) The Servicer shall indemnify, but not limited todefend, reasonable legal feesand hold harmless the Owner Trustee (in its individual and trust capacities), costs the Indenture Trustee, their respective officers, directors, employees and agents and the Trust from and against all costs, expenses, losses, claims, damages, and including any such reasonable fees, costs and expenses liabilities arising out of or incurred in connection with any enforcement (including any action, claim, the acceptance or suit brought by such indemnified parties) of any indemnification or other obligation performance of the Servicer)trusts and duties herein contained and contained in the Indenture and the Basic Documents, except to the extent that such cost, expense, loss, claim, damage or liability arose out ofliability: (a) shall be due to the willful misfeasance, bad faith, or is imposed upon any such Person through, the negligence, willful misfeasance or bad faith negligence of the Owner Trustee or the Indenture Trustee; (b) relates to any tax other than the taxes with respect to which either the Seller or Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee; (c) shall arise from the breach of any of the representations or warranties of the Owner Trustee set forth in the performance of its duties under this Agreement Section 15.13 or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer Indenture Trustee set forth in connection with its maintenance and custody Section 6.13 of the Receivables Files. Indenture; (d) Promptly after receipt by a party indemnified shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), Agreement and the Servicer Indemnifying Party will not Seller has paid such indemnity claim; or (e) shall arise out of or be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive acceptance or performance by the termination of this Agreement or the resignation or removal Owner Trustee of the duties of successor Servicer, the Owner Trustee, . (v) The Servicer agrees to pay to the Indenture Trustee from time to time such compensation as the Servicer or Issuer and the Indenture Trustee have agreed to in writing. Subject to Section 6.07 of the Indenture, the Servicer agrees to reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture or any of the Basic Documents (including the compensation and the expenses and disbursements of its agents, counsel, experts and accountants). Indemnification under this Section 13.02 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of This indemnification shall survive the termination of this Agreement and the rights and obligations removal of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02Servicer.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Trustee and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligor and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Trustee and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody repurchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice will compensate and indemnify the Owner Trustee to the extent and subject to the conditions set forth in Sections 8.1 and 8.2 of the commencement of any action, such Trust Agreement. The Servicer Indemnified Party will, if a claim will compensate and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 6.7 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofIndenture, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel except to the Servicer Indemnified Party stating extent that there any cost, expense, loss, claim, damage or liability arises out of or is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by VCI (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement and the Trust Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer. Such obligations shall include the indemnification by the Servicer under this Agreement: (a) The Servicer shall indemnify, defend and hold harmless the Seller, of the Issuer, the Owner TrusteeTrustees, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders any Backup Servicer and the Certificateholder and any of the their respective officers, directors, employees and agents of the each such party from and against against: (i) any and all costs, expenses, losses, damagesliabilities, claims and liabilities (includingclaims, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs damages and expenses arising out of or incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle.; (bii) [Reserved].any taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including (A) any federal, State or other income taxes, (B) any general corporation or franchise taxes or (C) any taxes asserted with respect to the transfer of the Collateral to the Issuer or the issuance and original sale of the Securities), and any costs and expenses in defending against such taxes; provided, that for the avoidance of doubt, the Servicer will not indemnify any such Person for any losses, liabilities, claims, damages or expenses due to the credit risk of any Obligor and for which reimbursement would constitute recourse for uncollectible Receivables; (ciii) The Servicer shall indemnifyany loss, defend liability, claim, damage or expense (including reasonable legal fees and hold harmless expenses) directly or indirectly related to, arising out of or incurred in connection with, in the Sellercase of (A) the Indenture Trustee, the Issuerperformance of its duties under the Indenture, (B) the Owner Trustee, the performance of its duties herein and under the Trust Agreement, (C) either Trustee, the acceptance, administration or performance by, or action or inaction of such Trustee of the trusts and duties contained in the Basic Documents or (D) any Backup Servicer, the performance of its duties under this Agreement; except in each case to the extent that any such loss, liability, claim, damage or expense suffered (1) is due to the willful misconduct, bad faith or negligence of the Person seeking to be indemnified, (2) to the extent otherwise payable to (x) the Indenture Trustee, arises from the Securities Intermediary, the Certificateholder and the Noteholders and Indenture Trustee’s breach of any of its representations or warranties under the officersIndenture, directors, employees and agents of the Seller, the Issuer, (y) the Owner Trustee, arises from the Owner Trustee’s breach of any of its representations or warranties set forth under the Trust Agreement or (z) any Backup Servicer, arises from such Backup Servicer’s breach of any of its representations or warranties set forth under this Agreement or (3) shall arise out of or be incurred as a result of the negligence or willful misconduct of such Backup Servicer in connection with its performance of the duties of successor Servicer hereunder should the Indenture TrusteeTrustee assume such duties. (iv) any loss, the Securities Intermediaryliability, the Certificateholder and the Noteholders from and against any and all costsclaim, expenses, losses, claims, damages and liabilities damage or expense (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and or expenses incurred in connection with any enforcement (including any action, claim, or bringing suit brought by such indemnified parties) of any indemnification or other obligation of against the Servicer), ) to the extent that such costloss, expense, lossliability, claim, damage or liability expense arose out of, or is was imposed upon any such Person through(A) through any breach of the Servicer’s obligations under any Servicer Basic Document, (B) through the negligence, willful misfeasance or bad faith of the Servicer (except errors in judgment) in the performance of its duties under this Agreement or Agreement, (C) by reason of reckless disregard breach of its the Servicer’s representations, warranties, obligations and or duties under this Agreement, including those that may be incurred by Agreement or (D) for any such indemnified party as a result violation of any act or omission law by the Servicer in connection with its maintenance and custody of the Receivables FilesServicer. (db) Promptly after receipt by a party indemnified Indemnification under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner either Trustee, any Backup Servicer or the Indenture Trustee termination of this Agreement and shall include reasonable fees and expenses of counsel and reasonable expenses of litigation. For purposes of this Section, in the event of the termination of the rights and obligations of CRB (or any successor thereto pursuant to Section 7.04) as Servicer pursuant to Section 8.01(a), or the resignation by such Servicer pursuant to Section 7.07, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Backup Servicer, if any, or the Indenture Trustee) pursuant to Section 8.03, and in the case of any Backup Servicer or the Indenture Trustee becoming successor Servicer, CRB shall continue to be deemed the Servicer for purposes of the indemnities in this Section. If the Servicer shall have made any indemnity payments pursuant to this Section Section, and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall will indemnify, defend and hold harmless the SellerIssuing Entity, the IssuerGrantor Trust, the Owner Trustee, the Grantor Trust Trustee, the Indenture Trustee, the Paying AgentCollateral Custodian, the Note Registrar, the Securities Intermediary, the Noteholders Backup Servicer and the Certificateholder Seller and any of the their respective officers, directors, employees and agents of the each such party from and against any and all costs, expenses, losses, damages, claims and liabilities costs (including, but not limited to, including reasonable legal fees, costs fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicerrelated costs), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligencenegligence (other than errors in judgment), willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party, including those that may be incurred or by any such indemnified party as a result reason of breach of any act representations or omission warranties made herein by the Servicer (excluding, however, costs, expenses, losses, claims, damages and liabilities to the extent resulting from the negligence (or gross negligence (except for errors in connection with its maintenance and custody judgment) in the case where the Owner Trustee, Grantor Trust Trustee, Indenture Trustee or Collateral Custodian is seeking indemnification) or willful misconduct on the part of the Receivables Files. indemnified party or breach of any Transaction Document by the indemnified party (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice in the case of the commencement of Indenture Trustee and Collateral Custodian, resulting from the Indenture Trustee’s or the Collateral Custodian’s negligence or willful misconduct)). Such indemnification shall include any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced amounts incurred by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party indemnified party in connection with the defense thereofenforcement of the Servicer’s indemnification. (b) Notwithstanding anything contained herein to the contrary, the Servicer shall not be liable under this Agreement or any other than reasonable costs of investigation. The Transaction Document for any special, consequential or punitive damages whatsoever, whether in contract, tort or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to indemnification obligations set forth in for third-party claims made against a party. (c) Indemnification under this Section 7.02 and 4.2 by the Initial Servicer (or any successor thereto pursuant to Section 4.08 shall 5.1), as Servicer, with respect to the period such Person was the Servicer, will survive the termination of this Agreement such Person as Servicer or a resignation by such Person as Servicer as well as the resignation or removal of any other party or the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses termination or assignment of counsel and expenses of litigationthis Agreement. If the Servicer shall have has made any indemnity payments pursuant to this Section 4.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes If the Backup Servicer becomes the Servicer, the Backup Servicer shall continue to have the benefit of this SectionSection 4.2 for the period of time in which it was the Backup Servicer. (d) The Servicer agrees to indemnify and hold harmless the Sponsor, the Depositor, and each person, if any, who controls the Sponsor and the Depositor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense (including reasonable fees and expenses of counsel) whatsoever, as incurred that arises out of or in connection with: (1) any untrue statement or alleged untrue statement of a material fact contained in, or the omission or alleged omission to state a material fact required to be stated or necessary to make the statements, in the event light of the termination circumstances under which they were made, not misleading in, the information under the headings “Servicer”, “Servicing Procedures”, and “The Transaction Documents—The Servicing Agreement and Servicing of the rights Receivables”, in each case as set forth in (i) the Registration Statement at the time of first effectiveness on October 16, 2020, (ii) the Preliminary Prospectus, (iii) each Free Writing Prospectus identified on Schedule 1, and obligations (iv) the Prospectus, and (2) any untrue statement of TMCC a material fact in the information provided by the Servicer for inclusion in each Form 10-D and ABS-EE and related exhibits, as set forth in Schedule 2. (e) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the Servicer under this Section 4.2, notify the Servicer of the commencement thereof; but the omission to so notify the Servicer will not relieve it from any liability which it may have to any indemnified party, unless, and then only to the extent that, the Servicer did not otherwise learn of the claim and such delay is materially prejudicial to the Servicer’s ability to defend or to obtain coverage under the Servicer’s insurance policy for such claim. In case any successor thereto pursuant such action is brought against any indemnified party and it notifies the Servicer of the commencement thereof, the Servicer will be entitled to Section 7.03) as Servicer pursuant participate therein and, to Section 8.01, or the extent that it may wish and solely with respect to the allegations in such action for which the indemnified party intends to make a resignation by such claim against the Servicer pursuant to this AgreementSection 4.2, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and after notice from the Servicer to such indemnified party of its election so to assume the defense thereof, the Servicer will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both the indemnified party and the Servicer and the indemnified party shall have been advised by counsel that a conflict of interest prevents the indemnified party and the Servicer having the same counsel, the indemnified party or parties shall have the right to select a single separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties, and the Servicer will reimburse any reasonable legal expenses incurred by the indemnified party having separate counsel, as a result of any such conflict, as incurred. The Servicer shall be deemed to be not, without the Servicer prior written consent of the indemnified party, effect any settlement of any pending appointment or threatened action in respect of which any indemnified party is or could have been a successor Servicer (other than party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the Indenture Trustee) pursuant to Section 8.02subject matter of such action and any related future claims.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the representations made by the Servicer under this Agreement: (a) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Securityholders and the Certificateholder Depositor and any of the officers, directors, employees and agents of the each such party Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, excluding any losses incurred in connection with the sale of any repossessed Financed Vehicles in compliance with the terms of this Agreement. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Depositor and their respective officers, directors, agents and employees, and the Securityholders, from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Securities), and any costs and expenses in defending against the same. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediaryDepositor, the Certificateholder and the Noteholders Securityholders and any of the officers, directors, employees and or agents of the Seller, the Issuer, the Owner Trustee, Trustee and the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties or by failure to perform its obligations under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files. (d) Promptly after receipt The Servicer shall compensate and indemnify the Indenture Trustee to the extent provided in Section 6.07 of the Indenture. For purposes of this Section, in the event of the termination of the rights and obligations of HMFC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.02, or the resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a party indemnified successor Servicer (other than the Indenture Trustee) pursuant to Section 8.03. Indemnification under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the ServicerServicer or the termination of this Agreement, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and reasonable expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of The Servicer shall pay all amounts due, pursuant to this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant with respect to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Trustee and Owner Trustee as set forth in Section 8.025.05(b)(xi).

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Delaware Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Indenture Trustee and the Certificateholder Seller and any of the their respective directors, officers, directors, employees and agents of the each such party from and against any and all costs, fees, expenses, losses, damages, claims claims, obligations, payments and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, including, but not limited to, the costs of defending any claim or bringing any claim to enforce their rights, including the Servicer’s indemnification obligations hereunder. The Servicer will compensate and indemnify the Administrator to the extent and subject to the conditions set forth in Section 3 of the Administration Agreement. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee and their respective directors, officers, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same or of defending any claim or bringing any claim to enforce their rights, including the Servicer’s indemnification obligations hereunder. For the avoidance of doubt, the Servicer will not indemnify for any costs, fees, expenses, losses, claims, damages, obligations, payments or liabilities due to the credit risk of the Obligor and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Delaware Trustee and the Noteholders Seller and any of the their respective directors, officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders from and against any and all costs, fees, expenses, losses, claims, damages damages, obligations, payments and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, fee, expense, loss, claim, damage damage, obligation, payment or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party or of defending any claim or bringing any claim to enforce their rights, including those the Servicer’s indemnification obligations hereunder; provided, however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, fees, expenses, losses, claims, damages, obligations, payments or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody repurchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified The Servicer will compensate and indemnify the Owner Trustee and the Delaware Trustee to the extent and subject to the conditions set forth in Sections 8.1 and 8.2 of the Trust Agreement. The Servicer will compensate and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in Section 6.7 of the Indenture. (e) Indemnification under this Section 7.02 5.2 by the Bank (or any successor thereto pursuant to Section 4.08 (a “Servicer Indemnified Party”6.1) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereofas Servicer, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel respect to the Servicer Indemnified Party stating that there is an unwaivable conflict of interestperiod such Person was the Servicer, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination or assignment of this Agreement and the Trust Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigationlitigation (including in connection with any action, claim or suit brought to enforce the Owner Trustee’s, the Delaware Trustee’s or the Indenture Trustee’s right to indemnification). If the Servicer shall have has made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:Agreement and the representations made by the Servicer herein. (ab) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Trust, the Indenture Collateral Agent, the Note Registrar, the Securities IntermediarySecurity Insurer, the Noteholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expensesclaims, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediarySeller, the Certificateholder and Trust, the Noteholders and any of Indenture Collateral Agent, the Security Insurer, their respective officers, directors, agents and employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such costcosts, expenseexpenses, losslosses, claimclaims, damage damages, or liability liabilities arose out of, or is were imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or the other Basic Documents or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice of shall indemnify, defend and hold harmless the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofOwner Trustee, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), Trustee and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal Indenture Collateral Agent and their officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement acceptance or the resignation or removal performance of the Servicertrusts and duties herein, the Indenture and in the Trust Agreement, except to the extent that such costs, expenses, losses, claims, damages or liabilities shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If or the Indenture Collateral Agent, as applicable. (e) The Servicer shall have made any indemnity payments pursuant to this pay, reimburse and indemnify the Trustee and Indenture Collateral Agent in accordance with Section and 6.7 of the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interestIndenture. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC Franklin Capital (or any successor thereto pursuant to Section 7.037.3) as Servicer pursuant to Section 8.018.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.028.2. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Trustee or the termination of this Agreement, the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the recipient thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the representations made by the Servicer under this Agreement: (a) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Securityholders and the Certificateholder Depositor and any of the officers, directors, employees and agents of the each such party Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, excluding any losses incurred in connection with the sale of any repossessed Financed Vehicles in compliance with the terms of this Agreement. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Depositor and their respective officers, directors, agents and employees, and the Securityholders, from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Securities), and any costs and expenses in defending against the same. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediaryDepositor, the Certificateholder and the Noteholders Securityholders and any of the officers, directors, employees and or agents of the Seller, the Issuer, the Owner Trustee, Trustee and the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties or by failure to perform its obligations under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files. (d) Promptly after receipt The Servicer shall compensate and indemnify the Indenture Trustee to the extent provided in Section 6.07 of the Indenture. For purposes of this Section, in the event of the termination of the rights and obligations of HCA (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.02, or the resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a party indemnified successor Servicer (other than the Indenture Trustee) pursuant to Section 8.03. Indemnification under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the ServicerServicer or the termination of this Agreement, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and reasonable expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of The Servicer shall pay all amounts due, pursuant to this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant with respect to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Trustee and Owner Trustee as set forth in Section 8.025.05(b)(v).

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the representations made by the Servicer under this Agreement: (a) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Securityholders and the Certificateholder Depositor and any of the officers, directors, employees and agents of the each such party Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, excluding any losses incurred in connection with the sale of any repossessed Financed Vehicles in a commercially reasonable manner and in compliance with the terms of this Agreement. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Depositor and their respective officers, directors, agents and employees, and the Securityholders, from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Securities), and any costs and expenses in defending against the same. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediaryDepositor, the Certificateholder and the Noteholders Securityholders and any of the officers, directors, employees and or agents of the Seller, the Issuer, the Owner Trustee, Trustee and the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. For purposes of this Section, including those that may in the event of the termination of the rights and obligations of HMFC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.02, or the resignation by such Servicer pursuant to this Agreement, such Servicer shall be incurred by any such indemnified party as a result of any act or omission by deemed to be the Servicer in connection with its maintenance and custody pending appointment of a successor Servicer (other than the Receivables Files. (dIndenture Trustee) Promptly after receipt by a party indemnified pursuant to Section 8.03. Indemnification under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the ServicerServicer or the termination of this Agreement, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and reasonable expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of The Servicer shall pay all amounts due, pursuant to this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant with respect to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Trustee and Owner Trustee as set forth in Section 8.025.05(b)(xi).

Indemnities of Servicer. The Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement, and hereby agree to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders ) and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of a Financed Vehicle. (b) [Reserved]The Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be payable (i) to the Indenture Trustee and the Owner Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available Funds available therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Securities Intermediary, the Certificateholder ) and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody purchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party willThe Issuer or, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofapplicable, the Servicer Indemnifying Party will assume compensate and indemnify the defense thereofIndenture Trustee (including when performing its duties as Relevant Trustee) and the Owner Trustee to the extent and subject to the conditions set forth in Section 6.7 of the Indenture and Section 8.2 of the Trust Agreement, as applicable, except, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel respect to the Servicer Indemnified Party stating that there is an unwaivable conflict of interestIndenture Trustee, be counsel to the Servicer Indemnifying Party)extent that any cost, and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal expense, loss, claim, damage or other expenses subsequently liability arises out of or is incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, performance by the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment duties of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02hereunder.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying AgentNoteholders, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligor and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediaryNoteholders, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody repurchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice will compensate and indemnify the Owner Trustee to the extent and subject to the conditions set forth in Sections 8.1 and 8.2 of the commencement of any action, such Trust Agreement. The Servicer Indemnified Party will, if a claim will compensate and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 6.7 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofIndenture, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel except to the Servicer Indemnified Party stating extent that there any cost, expense, loss, claim, damage or liability arises out of or is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by VCI (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement and the Trust Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer. Such obligations shall include the indemnification by the Servicer under this Agreement: (a) The Servicer shall indemnify, defend and hold harmless the Seller, of the Issuer, the Owner TrusteeTrustees, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders any Backup Servicer and the Certificateholder and any of the their respective officers, directors, employees and agents of the each such party from and against against: (i) any and all costs, expenses, losses, damagesliabilities, claims and liabilities (includingclaims, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs damages and expenses arising out of or incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle.; (bii) [Reserved].any taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including (A) any federal, State or other income taxes, (B) any general corporation or franchise taxes or (C) any taxes asserted with respect to the transfer of the Collateral to the Issuer or the issuance and original sale of the Securities), and any costs and expenses in defending against such taxes; provided, that for the avoidance of doubt, the Servicer will not indemnify any such Person for any losses, liabilities, claims, damages or expenses due to the credit risk of any Obligor and for which reimbursement would constitute recourse for uncollectible Receivables; (ciii) The Servicer shall indemnifyany loss, defend liability, claim, damage or expense (including reasonable legal fees and hold harmless expenses) directly or indirectly related to, arising out of or incurred in connection with, in the Sellercase of (A) the Indenture Trustee, the Issuerperformance of its duties under the Indenture, (B) the Owner Trustee, the performance of its duties herein and under the Trust Agreement, (C) either Trustee, the acceptance, administration or performance by, or action or inaction of such Trustee of the trusts and duties contained in the Basic Documents or (D) any Backup Servicer, the performance of its duties under this Agreement; except in each case to the extent that any such loss, liability, claim, damage or expense suffered (1) is due to the willful misconduct, bad faith or negligence of the Person seeking to be indemnified, (2) to the extent otherwise payable to (x) the Indenture Trustee, arises from the Securities Intermediary, the Certificateholder and the Noteholders and Indenture Trustee’s breach of any of its representations or warranties under the officersIndenture, directors, employees and agents of the Seller, the Issuer, (y) the Owner Trustee, arises from the Owner Trustee’s breach of any of its representations or warranties set forth under the Trust Agreement or (z) any Backup Servicer, arises from such Backup Servicer’s breach of any of its representations or warranties set forth under this Agreement or (3) shall arise out of or be incurred as a result of the negligence or willful misconduct of such Backup Servicer in connection with its performance of the duties of successor Servicer hereunder should the Indenture TrusteeTrustee assume such duties. (iv) any loss, the Securities Intermediaryliability, the Certificateholder and the Noteholders from and against any and all costsclaim, expenses, losses, claims, damages and liabilities damage or expense (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and or expenses incurred in connection with any enforcement (including any action, claim, or bringing suit brought by such indemnified parties) of any indemnification or other obligation of against the Servicer), ) to the extent that such costloss, expense, lossliability, claim, damage or liability expense arose out of, or is was imposed upon any such Person through(A) through any breach of the Servicer’s obligations under any Servicer Basic Document, (B) through the negligence, willful misfeasance or bad faith of the Servicer (except errors in judgment) in the performance of its duties under this Agreement or Agreement, (C) by reason of reckless disregard breach of its the Servicer’s representations, warranties, obligations and or duties under this Agreement, including those that may be incurred by Agreement or (D) for any such indemnified party as a result violation of any act or omission law by the Servicer in connection with its maintenance and custody of the Receivables FilesServicer. (db) Promptly after receipt by a party indemnified Indemnification under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner either Trustee, any Backup Servicer or the Indenture Trustee termination of this Agreement and shall include reasonable fees and expenses of counsel and reasonable expenses of litigation. For purposes of this Section, in the event of the termination of the rights and obligations of CRB (or any successor thereto pursuant to Section 7.04) as Servicer pursuant to Section 8.01(a), or the resignation by such Servicer pursuant to Section 7.07, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Backup Servicer, if any, or the Indenture Trustee) pursuant to Section 8.03, and in the case of any Backup Servicer or the Indenture Trustee becoming successor Servicer, CRB shall continue to be deemed the Servicer for purposes of the indemnities in this Section. If the Servicer shall have made any indemnity payments pursuant to this Section Section, and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying AgentNoteholders, the Note Registrar, the Securities Intermediary, the Noteholders Residual Interestholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediaryNoteholders, the Certificateholder Residual Interestholders and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody purchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this The Servicer will compensate and indemnify the Indenture Trustee and the Owner Trustee to the extent and subject to the conditions set forth in Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice 6.7 of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Indenture and Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 8.2 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofTrust Agreement, the Servicer Indemnifying Party will assume the defense thereofas applicable, except, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel respect to the Servicer Indemnified Party stating that there is an unwaivable conflict of interestIndenture Trustee, be counsel to the Servicer Indemnifying Party)extent that any cost, and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal expense, loss, claim, damage or other expenses subsequently liability arises out of or is incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a Successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by Santander Consumer (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement: (a) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder Certificateholders and any of the officers, directors, employees and agents of the each such party Seller, the Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and in the Trust Agreement contained, in the case of the Owner Trustee, and in the Indenture contained, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or, in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee; or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, Trustee and the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, including without limitation reasonable legal fees, costs and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified partiesof counsel) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “Servicer an "Indemnified Party”") of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer an "Indemnifying Party”"), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:. (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying AgentNoteholders, the Note Registrar, the Securities Intermediary, the Noteholders Certificateholder and the Certificateholder Seller and any of the officers, directors, employees directors and agents of the each such party Issuer, the Owner Trustee, the Indenture Trustee and the Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a any Financed VehicleEquipment. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, and the Seller and their respective officers, directors and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificate and the Notes, or asserted with respect to ownership of the Receivables, or Federal or other income taxes arising out of distributions on the Certificate or the Notes) and costs and expenses in defending against the same. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediarySeller, the Certificateholder and the Noteholders and any of the officers, directors, employees directors and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Trustee and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may Agreement or on account of the failure of the Servicer to be incurred by any such indemnified party qualified to do business as a result of foreign corporation or to have obtained a license or approval in any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Filesjurisdiction. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice of shall indemnify, defend and hold harmless the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), Owner Trustee and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal Indenture Trustee and their respective officers, directors and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereofacceptance or performance of the trusts and duties herein and contained in the Trust Agreement, in the case of the Owner Trustee, and contained in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement. (e) To the extent not indemnified by the Seller under Section 6.03, the Servicer shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate, other than any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificate and the Notes, or Federal or other income taxes imposed on the Issuer because of its classification or reclassification for tax purposes, or Federal or other income taxes arising out of distributions on the Certificate or the Notes. (f) The Servicer shall pay the Indenture Trustee from time to time reasonable costs compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of investigationlaw in regard to the compensation of a trustee of an express trust). (g) The Servicer shall, except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including, but not limited to, the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both) except any such expense, disbursement or advance as may be attributable to its negligence or bad faith. The obligations set forth in For purposes of this Section 7.02 and Section 4.08 shall survive 7.02, in the event of the termination of the rights and obligations of JDCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement or Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02. Indemnification under this Section shall survive the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:Agreement and the representations made by the Servicer herein. (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Trust, the Indenture Collateral Agent, the Note RegistrarSecurity Insurer, the Securities IntermediaryNoteholders, the Noteholders Certificateholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expensesclaims, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediarySeller, the Certificateholder Trust, the Indenture Collateral Agent, the Security Insurer, their respective officers, directors, agents and employees and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Certificateholders from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files. (dc) Promptly after receipt by a party indemnified under this Section 7.02 The Servicer shall indemnify, defend and hold harmless the Owner Trustee and its officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement acceptance or the resignation or removal performance of the Servicertrusts and duties herein and in the Trust Agreement contained, except to the extent that such costs, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC TMS Auto Finance (or any successor thereto pursuant to Section 7.037.3) as Servicer pursuant to Section 8.018.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.028.2. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Trustee or the termination of this Agreement, the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the recipient thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement: (a) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller, the Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee and their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and in the Trust Agreement contained, in the case of the Owner Trustee, and in the Indenture contained, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or, in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee; or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, Trustee and the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, including without limitation reasonable legal fees, costs and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified partiesof counsel) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “Servicer an "Indemnified Party”") of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer an "Indemnifying Party”"), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying AgentNoteholders, the Note Registrar, the Securities Intermediary, the Noteholders Residual Interestholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligor and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediaryNoteholders, the Certificateholder Residual Interestholders and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody repurchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 The Servicer will indemnify Wilmington Trust Company in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents (a the “Servicer Indemnified PartyParties”) from and against, any and all loss, liability, expense, tax, penalty or claim (including reasonable legal fees and expenses) of notice any kind and nature whatsoever which may at any time be imposed on, incurred by, or asserted against Wilmington Trust Company in its individual capacity and as trustee or any Indemnified Party in any way relating to or arising out of the commencement of any actionTrust Agreement, such Servicer Indemnified Party willthe other Transaction Documents, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”)Trust Estate, notify such Servicer Indemnifying Party the administration of the commencement thereof. In case any such Trust Estate or the action is brought against any Servicer Indemnified Party or inaction of Wilmington Trust Company under this Section 7.02 or 4.08 and it notifies the Trust Agreement; provided, however, that the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will shall not be liable for or required to such Servicer Indemnified Party under this indemnify Wilmington Trust Company from and against any of the foregoing expenses arising or resulting from (i) its own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any representation or warranty contained in Section for any legal 7.3 of the Trust Agreement expressly made by Wilmington Trust Company in its individual capacity, (iii) liabilities arising from the failure of Wilmington Trust Company to perform obligations expressly undertaken by it in the last sentence of Section 6.4 of the Trust Agreement or (iv) taxes, fees or other expenses subsequently charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. To the extent not paid by the Servicer, such indemnification shall be paid in accordance with Section 4.4 of this Agreement or Section 5.4(b) of the Indenture. The Servicer will compensate the Indenture Trustee and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in Section 6.7 of the Indenture, except to the extent that any cost, expense, loss, claim, damage or liability arises out of or is incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a Successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by COAF (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in . (f) If a tax is levied or assessed upon the event Issuer or upon all or any part of the termination of Trust Estate under HB3, which tax becomes due and payable after the rights Closing Date and obligations of TMCC (or any successor thereto is not paid by the Seller pursuant to Section 7.03) as Servicer pursuant to Section 8.015.2(b), or a resignation by such Servicer pursuant to this Agreement, such the Servicer shall be deemed pay such tax (or cause such tax to be paid) to the Servicer pending appointment applicable taxing authority on behalf of a successor Servicer (other than the Indenture Trustee) pursuant Issuer. Notwithstanding anything to Section 8.02the contrary contained herein, nothing in this Agreement should be read to imply that the Issuer is doing business in Texas, has sufficient nexus with Texas in order for HB3 to apply to the Issuer or is otherwise subject to the tax described in HB3.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall defend, indemnify, defend and hold harmless the SellerIndenture Trustee[, the Issuer, Insurer] and the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Trustee and the Certificateholder and any of the their respective officers, directors, employees and agents of agents, and the each such party Issuer from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Indenture Trustee, the Owner Trustee, the Issuer[Reserved], the Insurer] and their respective officers, directors, agents and employees from and against any taxes (other than net income, gross receipts, franchise or other similar taxes) that may at any time be asserted against the Indenture Trustee, the Owner Trustee[, the Insurer] or the Issuer, with respect to the transactions contemplated herein, including, without limitation, any sales, general corporation, tangible personal property, privilege, or license taxes and costs and expenses in defending against the same. (c) The Servicer shall indemnify, defend defend, and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee[, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Insurer] and the Noteholders from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is was imposed upon any such Person throughthe Issuer, the Owner Trustee[, the Insurer] or the Noteholders through the negligence, willful misfeasance misconduct or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as other Transaction Document to which it is a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Filesparty. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice of the commencement of any actionshall indemnify, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party)defend, and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, hold harmless the Owner Trustee, the Indenture Trustee[, the Insurer] and each of its officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misconduct, bad faith, or negligence of the Indenture Trustee, (ii) shall arise from the Indenture Trustee’s breach of any of its representations or warranties in any material respect set forth in the Indenture or (iii) shall arise out of or be incurred in connection with the performance by the Indenture Trustee of the duties of Successor Servicer hereunder. (e) The Servicer shall indemnify, defend, and hold harmless, the Indenture Trustee, the Owner Trustee[, the Insurer] and each of their officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained in the Trust Agreement, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misconduct, bad faith or negligence of the Owner Trustee or (ii) shall arise from the Owner Trustee’s breach of any of its representations or warranties set forth in the Trust Agreement. (f) The Servicer shall indemnify, defend, and hold harmless, the Backup Servicer and its officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, claim, damage, or liability arose out of, or was imposed upon the Backup Servicer resulting from the acts or omissions of the Servicer in the performance of its duties in its capacity as Servicer under this Agreement or any other Transaction Document to which it is a party. (g) Indemnification under this Section 6.2 by the Servicer, with respect to the period such Person was (or was deemed to be) the Servicer, shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the representations made by the Servicer under this Agreement:. (ab) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Securityholders and the Certificateholder Depositor and any of the officers, directors, employees and agents of the each such party Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved], excluding any losses incurred in connection with the sale of any repossessed Financed Vehicles in compliance with the terms of this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the SellerIssuer, the Owner Trustee, the Indenture Trustee and the Depositor and their respective officers, directors, agents and employees, and the Securityholders, from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Securities), and any costs and expenses in defending against the same. (d) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and or agents of the Seller, the Issuer, the Owner Trustee, Trustee and the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is was imposed upon any such Person through, the negligence, negligence or willful misfeasance or bad faith of the Servicer in the performance of its duties or by failure to perform its obligations under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files. (de) Promptly after receipt The Servicer shall compensate and indemnify the Indenture Trustee to the extent provided in Section 6.08 of the Indenture. For purposes of this Section, in the event of the termination of the rights and obligations of HCA (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.02, or the resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a party indemnified successor Servicer (other than the Indenture Trustee) pursuant to Section 8.03. Indemnification under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the ServicerServicer or the termination of this Agreement, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and reasonable expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of The Servicer shall pay all amounts due, pursuant to this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant with respect to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Trustee and Owner Trustee as set forth in Section 8.025.05(b)(xi).

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying AgentNoteholders, the Note Registrar, the Securities Intermediary, the Noteholders Residual Interestholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligor and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediaryNoteholders, the Certificateholder Residual Interestholders and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody repurchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 The Servicer will indemnify Wilmington Trust Company in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents (a the “Servicer Indemnified PartyParties”) from and against, any and all loss, liability, expense, tax, penalty or claim (including reasonable legal fees and expenses) of notice any kind and nature whatsoever which may at any time be imposed on, incurred by, or asserted against Wilmington Trust Company in its individual capacity and as trustee or any Indemnified Party in any way relating to or arising out of the commencement of any actionTrust Agreement, such Servicer Indemnified Party willthe other Transaction Documents, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”)Trust Estate, notify such Servicer Indemnifying Party the administration of the commencement thereof. In case any such Trust Estate or the action is brought against any Servicer Indemnified Party or inaction of Wilmington Trust Company under this Section 7.02 or 4.08 and it notifies the Trust Agreement; provided, however, that the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will shall not be liable for or required to such Servicer Indemnified Party under this indemnify Wilmington Trust Company from and against any of the foregoing expenses arising or resulting from (i) its own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any representation or warranty contained in Section for any legal 7.3 of the Trust Agreement expressly made by Wilmington Trust Company in its individual capacity, (iii) liabilities arising from the failure of Wilmington Trust Company to perform obligations expressly undertaken by it in the last sentence of Section 6.4 of the Trust Agreement or (iv) taxes, fees or other expenses subsequently charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. To the extent not paid by the Servicer, such indemnification shall be paid in accordance with Section 4.4 of this Agreement or Section 5.4(b) of the Indenture. The Servicer will compensate the Indenture Trustee and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in Section 6.7 of the Indenture, except to the extent that any cost, expense, loss, claim, damage or liability arises out of or is incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a Successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by COAF (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer. Such obligations shall include the indemnification by the Servicer under this Agreement: (a) The Servicer shall indemnify, defend and hold harmless the Seller, of the Issuer, the Owner TrusteeTrustees, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders any Backup Servicer and the Certificateholder and any of the their respective officers, directors, employees and agents of the each such party from and against against: (i) any and all costs, expenses, losses, damagesliabilities, claims and liabilities (includingclaims, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs damages and expenses arising out of or incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle.; (bii) [Reserved].any taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including (A) any federal, State or other income taxes, (B) any general corporation or franchise taxes or (C) any taxes asserted with respect to the transfer of the Collateral to the Issuer or the issuance and original sale of the Securities), and any costs and expenses in defending against such taxes; provided, that for the avoidance of doubt, the Servicer will not indemnify any such Person for any losses, liabilities, claims, damages or expenses due to the credit risk of any Obligor and for which reimbursement would constitute recourse for uncollectible Receivables; (ciii) The Servicer shall indemnifyany loss, defend liability, claim, damage or expense (including reasonable legal fees and hold harmless expenses) directly or indirectly related to, arising out of or incurred in connection with, in the Sellercase of (A) the Indenture Trustee, the Issuerperformance of its duties under the Indenture, (B) the Owner Trustee, the performance of its duties herein and under the Trust Agreement, (C) either Trustee, the acceptance, administration or performance by, or action or inaction of such Trustee of the trusts and duties contained in the Basic Documents or (D) any Backup Servicer, the performance of its duties under this Agreement; except in each case to the extent that any such loss, liability, claim, damage or expense suffered (1) is due to the willful misconduct, bad faith or negligence of the Person seeking to be indemnified, (2) to the extent otherwise payable to (x) the Indenture Trustee, arises from the Securities Intermediary, the Certificateholder and the Noteholders and Indenture Trustee’s breach of any of its representations or warranties under the officersIndenture, directors, employees and agents of the Seller, the Issuer, (y) the Owner Trustee, arises from the Owner Trustee’s breach of any of its representations or warranties set forth under the Trust Agreement or (z) any Backup Servicer, arises from such Backup Servicer’s breach of any of its representations or warranties set forth under this Agreement or (3) shall arise out of or be incurred as a result of the negligence or willful misconduct of such Backup Servicer in connection with its performance of the duties of Successor Servicer hereunder should the Indenture TrusteeTrustee assume such duties. (iv) any loss, the Securities Intermediaryliability, the Certificateholder and the Noteholders from and against any and all costsclaim, expenses, losses, claims, damages and liabilities damage or expense (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and or expenses incurred in connection with any enforcement (including any action, claim, or bringing suit brought by such indemnified partiesagainst the Servicer to enforce its obligations) of any indemnification or other obligation of the Servicer), to the extent that such costloss, expense, lossliability, claim, damage or liability expense arose out of, or is was imposed upon any such Person through(A) through any breach of the Servicer’s obligations under any Servicer Basic Document, (B) through the negligence, willful misfeasance or bad faith of the Servicer (except errors in judgment) in the performance of its duties under this Agreement or Agreement, (C) by reason of reckless disregard breach of its the Servicer’s representations, warranties, obligations and or duties under this Agreement, including those that may be incurred by Agreement or (D) for any such indemnified party as a result violation of any act or omission law by the Servicer in connection with its maintenance and custody of the Receivables FilesServicer. (db) Promptly after receipt by a party indemnified Indemnification under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner either Trustee, any Backup Servicer or the Indenture Trustee termination of this Agreement and shall include reasonable fees and expenses of counsel counsel, agents, experts and reasonable expenses of litigation. For purposes of this Section, in the event of the termination of the rights and obligations of Mechanics Bank (or any successor thereto pursuant to Section 7.04) as Servicer pursuant to Section 8.01(a), or the resignation by such Servicer pursuant to Section 7.07, such Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer (other than the Backup Servicer, if any, or the Indenture Trustee) pursuant to Section 8.03, and in the case of any Backup Servicer or the Indenture Trustee becoming Successor Servicer, Mechanics Bank shall continue to be deemed the Servicer for purposes of the indemnities in this Section. If the Servicer shall have made any indemnity payments pursuant to this Section Section, and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee, the Paying AgentNoteholders, the Note Registrar, the Securities Intermediary, the Noteholders Certificateholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Basic Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Basic Documents) and costs and expenses in defending against the same. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Delaware Trustee, the Indenture Trustee, the Securities IntermediaryNoteholders, the Certificateholder Certificateholders and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Basic Document to which it is a party, or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by Agreement or any such indemnified party as other Basic Document to which it is a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Filesparty. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice of shall indemnify, defend, and hold harmless the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofOwner Trustee, the Servicer Indemnifying Party will assume Delaware Trustee and the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there isIndenture Trustee, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interestapplicable, be counsel to the Servicer Indemnifying Party)from and against all costs, expenses, losses, claims, damages, and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal liabilities arising out of or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereofacceptance or performance of the trusts and duties contained herein and in the other Basic Documents, other than reasonable costs if any, except to the extent that such cost, expense, loss, claim, damage, or liability: (i) shall be due to the willful misfeasance, bad faith, or negligence (except for errors in judgment) of investigation. The obligations the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable; (ii) in the case of the Owner Trustee, shall arise from the Owner Trustee's breach of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement or, in the case of the Indenture Trustee, from the Indenture Trustee's breach of any of its representations or warranties set forth in the Indenture; or (iii) in the case of the Indenture Trustee, shall arise out of or be incurred in connection with the performance by the Indenture Trustee of the duties of a Successor Servicer hereunder. For purposes of this Section 7.02 6.2, in the event of the termination of the rights and obligations of Ford Credit (or any successor thereto pursuant to Section 4.08 7.2) as Servicer pursuant to Section 7.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to continue to be the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.2. (e) Indemnification under this Section 6.2 by Ford Credit (or any successor thereto pursuant to Section 7.2) as Servicer, with respect to the period such Person was (or was deemed to be) the Servicer, shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:Agreement and the other Basic Documents to which it is a party and no implied duties or obligations shall be read into this Agreement or the other Basic Documents against the Servicer. (a) The Servicer shall defend, indemnify, defend and hold harmless the SellerTrust Collateral Agent, the Issuer, the Owner TrusteeBackup Servicer, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Trustee and the Certificateholder Owner Trustee and any of the their respective officers, directors, employees and agents of agents, and the each such party Trust from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expensesclaims, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership ownership, or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer shall indemnify, defend, and hold harmless the Trust Collateral Agent, the Indenture Trustee, the Owner Trustee, the Backup Servicer and their respective officers, directors, employees and agents, and the Trust from and against any taxes that may at any time be asserted against them with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the sale of the Loans to the Trust or the issuance and original sale of the Notes, or asserted with respect to ownership of the Loans, or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (c) The Servicer shall indemnify, defend defend, and hold harmless the SellerTrust, the IssuerBackup Servicer, the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Trustee and the Noteholders and any each of the their respective officers, directors, employees and agents of the Selleragents, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon such party through the breach by the Servicer of its obligations under this Agreement or any such Person throughother Basic Document to which it is a party, in its capacity as Servicer, or the negligence, willful misfeasance misconduct or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as other Basic Document to which it is a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Filesparty. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice of shall indemnify, defend, and hold harmless the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofTrust Collateral Agent, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the ServicerIndenture Trustee, the Owner Trustee, the Backup Servicer and each of their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein, except, with respect to any such indemnified party, to the extent that such cost, expense, loss, claim, damage, or liability: (a) shall be due to the willful misconduct, bad faith, or negligence (or, in the case of the Owner Trustee, gross negligence) of such indemnified party as determined by a court of competent jurisdiction; or (b) shall arise from such indemnified party’s breach of any of its representations or warranties in any material respect set forth in this Agreement or any other Basic Document to which such indemnified party is a party. (e) The Servicer shall indemnify, defend, and hold harmless, the Indenture Trustee, the Owner Trustee and each of their officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained in the Trust Agreement, except with respect to any such indemnified party, to the extent that such cost, expense, loss, claim, damage, or liability: (a) shall be due to the willful misconduct, bad faith or negligence (or in the case of the Owner Trustee, gross negligence) of such party as determined by a court of competent jurisdiction; or (b) shall arise from such indemnified party’s breach of any of its representations or warranties set forth in the Trust Agreement. The Servicer agrees to the indemnification set forth in Section 8.2 of the Trust Agreement, which provisions are incorporated by reference herein. (f) The Servicer shall indemnify, defend, and hold harmless, the Backup Servicer and its officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, claim, damage, or liability arose out of, or was imposed upon the Backup Servicer resulting from the acts or omissions of the Servicer in the performance of its duties in its capacity as Servicer under this Agreement or any other Basic Document to which it is a party. Indemnification under this Section by the Servicer, with respect to the period such Person was (or was deemed to be) the Servicer, shall survive the termination of such Person as Servicer or a resignation by or removal of such Person as Servicer as well as the termination or assignment of this Agreement and shall include reasonable fees and documented and expenses of counsel and expenses of litigationlitigation (including costs and expenses (including any reasonable and documented legal fees, costs and expenses and court costs) incurred in connection with (i) any enforcement (including any action, claim or suit brought) by the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent or the Backup Servicer of any indemnification or other obligation of the Servicer or any other Person, and (ii) a successful defense, in whole or in part, of any claim that the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent or the Backup Servicer breached its standard of care). If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest. The indemnification provided for in this Section shall be paid to the indemnified party until such time as such court enters a judgment as to the extent and effect of the alleged willful misconduct, bad faith, or negligence (or in the case of the Owner Trustee, gross negligence), at which time such indemnified party shall, to the extent required pursuant to such court’s determination, promptly return to the Servicer any such indemnification amounts so received but not owed and any other amounts as determined by such court. For purposes of this SectionSection 7.02, in the event of the termination of the rights and obligations of TMCC the Servicer (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, 8.01 or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be remain the Servicer pending appointment of until a successor Servicer (other than the Indenture Trustee) has accepted its appointment pursuant to Section 8.02. The provisions of this paragraph shall in no way affect the survival pursuant to the preceding paragraph of the indemnification by the Servicer. Notwithstanding any other provision of this Agreement, the obligations of the Servicer described in this Section shall not terminate or be deemed released upon the resignation or termination of the Servicer and shall survive any termination of this Agreement to the extent that such obligations arise from the Servicer’s actions hereunder while acting as Servicer.

Indemnities of Servicer. (a) The Servicer and any Backup Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Backup Servicer, respectively, and the representations made by the Servicer and the Backup Servicer under this Agreement:Agreement and, in the case of the Servicer, the other Basic Documents. (ab) The Servicer shall indemnify, defend and hold harmless the Seller, indemnify the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder any Backup Servicer and any of the officers, directors, employees and agents of the each such party Person from and against any and all costscosts (including reasonable legal fees and expenses), expenses, losses, damages, claims and liabilities (includingincluding servicing, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement underwriting or realization issues (including any action, claim, or suit brought by such indemnified partieswith respect to violations of consumer protection laws)) of any indemnification or other obligation of the Servicer), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved], excluding any losses incurred solely in connection with the sale of any repossessed Financed Vehicles in a commercially reasonable manner and in compliance with the terms of this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Seller, indemnify the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders any Backup Servicer and any of the officers, directors, employees and agents of each such Person, from and against any taxes that may at any time be asserted against any of such parties with respect to the Sellertransactions contemplated in this Agreement, including any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including (i) any federal, state or other income taxes, (ii) any general corporation or franchise taxes, or (iii) any taxes asserted with respect to the transfer of the Collateral to the Issuer or the issuance and original sale of the Notes), and any costs and expenses in defending against the same (including reasonable legal fees and expenses). For the avoidance of doubt, the Servicer will not indemnify any Person for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of any Obligor and for which reimbursement would constitute recourse for uncollectible Receivables. (d) The Servicer shall indemnify the Indenture Trustee and the Owner Trustee, any Backup Servicer and their respective officers, directors, employees and agents, from and against any loss, liability, expense, damage or injury (including reasonable legal fees and expenses) directly or indirectly related to, arising out of or incurred in connection with (i) in the case of the Indenture Trustee, the Indenture Trustee’s performance of its duties under the Indenture, (ii) in the case of the Owner Trustee, the Owner Trustee’s performance of its duties under the Trust Agreement, (iii) the acceptance, administration or performance by, or action or inaction of, the Indenture Trustee or the Owner Trustee, as applicable, of the trusts and duties contained in the Basic Documents, or (iv) in the case of any Backup Servicer, such Backup Servicer’s performance of its duties under this Agreement, except in each case to the extent that such loss, liability, expense, damage or injury suffered: (A) is due to the willful misconduct, bad faith or negligence of the Person seeking to be indemnified; (B) to the extent otherwise payable to the Indenture Trustee, arises from the Indenture Trustee’s breach of any of its representations or warranties under the Indenture; (C) to the extent otherwise payable to the Owner Trustee, arises from the Owner Trustee’s breach of any of its representations or warranties set forth under the Trust Agreement; (D) to the extent otherwise payable to such Backup Servicer, arises from such Backup Servicer’s breach of any of its representations or warranties set forth under this Agreement; or (E) shall arise out of or be incurred as a result of the negligence or willful misconduct of such Backup Servicer in connection with its performance of the duties of successor Servicer hereunder should the Indenture Trustee assume such duties. (e) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediaryany Backup Servicer and their respective officers, the Certificateholder directors, employees and the Noteholders agents from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, including reasonable legal fees, costs fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is was imposed upon any such Person through(i) through any breach of the Servicer’s obligations hereunder and under the other Basic Documents, (ii) the negligence, willful misfeasance or bad faith of the Servicer (except errors in judgment) in the performance of its duties under this Agreement or Agreement, (iii) by reason of reckless disregard breach of its the Servicer’s representations, warranties, obligations and or duties under this Agreement, including those that may be incurred by or (iv) for any such indemnified party as a result violation of any act or omission law by the Servicer in connection with its maintenance and custody of the Receivables FilesServicer. (df) Promptly after receipt by a party indemnified Indemnification under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 7.03 shall survive the termination of this Agreement or the resignation or removal of the Servicer, Servicer or the Owner Trustee, termination of this Agreement with respect to acts of the Indenture Trustee Servicer prior thereto and shall include without limitation reasonable fees and expenses of counsel and reasonable expenses of litigation. For purposes of this Section 7.03, in the event of the termination of the rights and obligations of CRB (or any successor thereto pursuant to Section 7.04) as Servicer pursuant to Section 8.01(a), or the resignation by such Servicer pursuant to Section 7.07, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Backup Servicer, if any, or the Indenture Trustee) pursuant to Section 8.03, and in the case of any Backup Servicer or the Indenture Trustee becoming successor Servicer, CRB shall continue to be deemed the Servicer for purposes of the indemnities in this Section 7.03. If the Servicer shall have made any indemnity payments pursuant to this Section 7.03, and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes . (g) Indemnification under this Section 7.03 shall survive the resignation or removal of this Sectionthe Owner Trustee, in the event of Indenture Trustee, any Backup Servicer or the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:. (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Seller, the IssuerIssuing Entity, the Owner Trustee, the Indenture Trustee, the Paying AgentCustodian, the Note RegistrarNoteholders, the Securities Intermediary, the Noteholders Certificateholder and the Certificateholder Depositor and any of the officers, directors, employees directors and agents of the each such party Issuing Entity, the Owner Trustee, the Indenture Trustee, the Custodian and the Depositor from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate (other than the Depositor or the Issuing Entity) thereof of a Financed Vehicleany Transaction Equipment. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Custodian and the Depositor and their respective officers, directors and agents from and against (i) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity or the Depositor, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificate and the Notes, or asserted with respect to ownership of the Receivables, or Federal or other income taxes arising out of distributions on the Certificate or the Notes) and (ii) costs and expenses in defending against the same. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the IssuerIssuing Entity, the Owner Trustee, the Indenture Trustee, the Securities IntermediaryDepositor, the Custodian, the Certificateholder and the Noteholders and any of the officers, directors, employees directors and agents of the Seller, the IssuerIssuing Entity, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Trustee and the Noteholders Depositor from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that any such cost, expense, loss, claim, damage or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may Agreement or on account of the failure of the Servicer to be incurred by any such indemnified party qualified to do business as a result of foreign corporation or to have obtained a license or approval in any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Filesjurisdiction. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice of shall indemnify, defend and hold harmless the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofOwner Trustee, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), Custodian and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal Indenture Trustee and their respective officers, directors and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereofacceptance or performance of the trusts and duties herein, and in the case of the Owner Trustee, in the Trust Agreement, in the case of the Custodian, the Custodial Agreement and in the case of the Indenture Trustee, the Indenture, except to the extent that any such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, the Custodian or the Indenture Trustee, as applicable; or (ii) shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement. (e) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate, other than reasonable costs any taxes asserted with respect to, and as of investigationthe date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificate and the Notes, or Federal or other income taxes imposed on the Issuing Entity because of its classification or reclassification for tax purposes, or Federal or other income taxes arising out of distributions on the Certificate or the Notes. The obligations set forth For purposes of this Section, in this Section 7.02 and Section 4.08 shall survive the event of the termination of the rights and obligations of CFSC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement or Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02. Indemnification under this Section shall survive the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders ) and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Any amounts payable to the Indenture Trustee pursuant to this Section 6.2(b), to the extent not paid by the Servicer, shall be paid by the Issuer in accordance with Section 4.4 of this Agreement or Section 5.4(b) of the Indenture, as applicable. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Securities Intermediary, the Certificateholder ) and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody purchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this The Servicer will compensate and indemnify the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Owner Trustee to the extent and subject to the conditions set forth in Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice 6.7 of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Indenture and Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 8.2 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofTrust Agreement, the Servicer Indemnifying Party will assume the defense thereofas applicable, except, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel respect to the Servicer Indemnified Party stating that there is an unwaivable conflict of interestIndenture Trustee, be counsel to the Servicer Indemnifying Party)extent that any cost, and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal expense, loss, claim, damage or other expenses subsequently liability arises out of or is incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a Successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by Santander Consumer (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination or assignment of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.including when performing its duties as

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:. (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying AgentCustodian, the Note RegistrarNoteholders, the Securities Intermediary, the Noteholders Certificateholder and the Certificateholder Seller and any of the officers, directors, employees directors and agents of the each such party Issuer, the Owner Trustee, the Indenture Trustee, the Custodian and the Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate (other than the Seller or the Issuer) thereof of a Financed Vehicleany Transaction Equipment. (b) [Reserved]The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Custodian and the Seller and their respective officers, directors and agents from and against (i) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificate and the Notes, or asserted with respect to ownership of the Receivables, or Federal or other income taxes arising out of distributions on the Certificate or the Notes) and (ii) costs and expenses in defending against the same. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediarySeller, the Custodian, the Certificateholder and the Noteholders and any of the officers, directors, employees directors and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Trustee and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that any such cost, expense, loss, claim, damage or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may Agreement or on account of the failure of the Servicer to be incurred by any such indemnified party qualified to do business as a result of foreign corporation or to have obtained a license or approval in any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Filesjurisdiction. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice of shall indemnify, defend and hold harmless the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofOwner Trustee, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), Custodian and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal Indenture Trustee and their respective officers, directors and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereofacceptance or performance of the trusts and duties herein, and in the case of the Owner Trustee, in the Trust Agreement, in the case of the Custodian, the Custodial Agreement and in the case of the Indenture Trustee, the Indenture, except to the extent that any such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, the Custodian or the Indenture Trustee, as applicable; or (ii) shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement. (e) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate, other than reasonable costs any taxes asserted with respect to, and as of investigationthe date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Certificate and the Notes, or Federal or other income taxes imposed on the Issuer because of its classification or reclassification for tax purposes, or Federal or other income taxes arising out of distributions on the Certificate or the Notes. The obligations set forth For purposes of this Section, in this Section 7.02 and Section 4.08 shall survive the event of the termination of the rights and obligations of CFSC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement or Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02. Indemnification under this Section shall survive the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The (a) Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:. (ab) The Servicer shall indemnify, defend and hold harmless the Issuer, Owner Trustee, Indenture Trustee, Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, Certificateholders and the Noteholders and the Certificateholder and any of the respective officers, directors, employees and agents of Issuer, Owner Trustee, Indenture Trustee or Seller from any and all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys' fees and expenses) to the each extent arising out of, or imposed upon any such party Person through, the gross negligence, willful misfeasance or bad faith (other than errors in judgment) of Servicer in the performance of its obligations and duties under this Agreement or in the performance of the obligations and duties of any subservicer under any subservicing agreement. (c) Servicer shall indemnify, defend and hold harmless Issuer, Owner Trustee, and Indenture Trustee and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated in this Agreement or in the other Basic Documents, including any sales, gross receipts, general corporation, tangible or intangible personal property, franchise, privilege, or license taxes, or any taxes of any kind which may be asserted (but, in the case of all indemnified Persons other than Issuer, not including any Federal or other income taxes arising out of transactions contemplated by this Agreement and the other Basic Documents) against the Issuer, and costs and expenses in defending against the same. (d) Servicer shall indemnify, defend and hold harmless Issuer, Owner Trustee, Indenture Trustee, Seller, Certificateholders and the Noteholders or any of the respective officers, directors, employees and agents of Issuer, Owner Trustee, Indenture Trustee or Seller from any and all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys' fees and expenses) to the extent arising out of or imposed upon any such Person as a result of any compensation payable to any subcustodian or subservicer (including any fees payable in connection with the release of any Receivable File from the custody of such subservicer or in connection with the termination of the servicing activities of such subservicer with respect to any Receivable) whether pursuant to the terms of any subservicing agreement or otherwise. (e) Servicer shall indemnify, defend and hold harmless Issuer, Owner Trustee, Indenture Trustee, Seller, the Certificateholders and the Noteholders or any of the respective directors, officers, employees and agents of Issuer, Owner Trustee, Indenture Trustee and Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (includingliabilities, but not limited to, including reasonable legal fees, costs and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation counsel and expenses of the Servicer)litigation, arising out of or resulting from the use, ownership ownership, or operation by the Servicer or of any Affiliate thereof of a Financed Vehicle. (bf) [Reserved]. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Indenture Trustee and Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and Trustee or any of the their respective officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, including reasonable legal fees, costs attorneys' fees and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that arising out of the transactions contemplated by the Indenture, the Sale and Servicing Agreement and the Administration Agreement unless such costcosts, expenseexpenses, losslosses, claimclaims, damage or liability arose out of, or is imposed upon any such Person through, damages and liabilities are due to the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement Indenture Trustee or by reason of reckless disregard of its obligations and duties under this AgreementOwner Trustee, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files. (d) Promptly after receipt by a party indemnified respectively. Indemnification under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the resignation or removal of Owner Trustee or Indenture Trustee and the termination of this Agreement or the resignation Indenture or removal of the ServicerTrust Agreement, the Owner Trusteeas applicable, the Indenture Trustee and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:Agreement and the other Basic Documents to which it is a party and no implied duties or obligations shall be read into this Agreement against the Servicer. (ai) The Servicer shall defend, indemnify, defend and hold harmless the SellerTrust Collateral Agent, the Issuer, the Owner TrusteeBackup Servicer, the Indenture Trustee, the Paying AgentClass A Insurer, the Note Registrar, the Securities Intermediary, the Noteholders Backup Insurer and the Certificateholder Owner Trustee and any of the their respective officers, directors, employees and agents of agents, and the each such party Trust from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expensesclaims, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership ownership, or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]. (cii) The Servicer shall indemnify, defend defend, and hold harmless the SellerTrust Collateral Agent, the IssuerIndenture Trustee, the Owner Trustee, the Backup Servicer, the Class A Insurer, the Backup Insurer and their respective officers, directors, employees and agents, and the Trust from and against any taxes that may at any time be asserted against them with respect to the transactions contemplated herein, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the sale of the Dealer Loans to the Trust or the issuance and original sale of the Class A Notes, or asserted with respect to ownership of the Dealer Loans, or federal or other income taxes arising out of the transactions contemplated by this Agreement) and costs and expenses in defending against the same. (iii) The Servicer shall indemnify, defend, and hold harmless the Trust, the Backup Servicer, the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee, the Securities IntermediaryClass A Insurer, the Certificateholder Backup Insurer and the Noteholders and any each of the their respective officers, directors, employees and agents of the Selleragents, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Class A Noteholders from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon such party through the breach by the Servicer of its obligations under this Agreement or any such Person throughother Basic Document to which it is a party, in its capacity as Servicer, the negligence, willful misfeasance misconduct or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as other Basic Document to which it is a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Filesparty. (div) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice of shall indemnify, defend, and hold harmless the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofTrust Collateral Agent, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the ServicerIndenture Trustee, the Owner Trustee, the Class A Insurer, the Backup Insurer, the Backup Servicer and each of their respective officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained, except, with respect to the any such indemnified party, to the extent that such cost, expense, loss, claim, damage, or liability: (a) shall be due to the willful misconduct, bad faith, or negligence (or, in the case of the Owner Trustee, gross negligence) of such indemnified party; (b) shall arise from such indemnified party's breach of any of its representations or warranties in any material respect set forth in the Indenture; or (c) as to the Trust Collateral Agent, shall arise out of or be incurred in connection with the performance by the Trust Collateral Agent of the duties of successor Servicer hereunder. (v) The Servicer shall indemnify, defend, and hold harmless, the Indenture Trustee Trustee, the Owner Trustee, the Class A Insurer, the Backup Insurer and each of their officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained in the Trust Agreement, except, as to any such party, to the extent that such cost, expense, loss, claim, damage, or liability: (a) shall be due to the willful misconduct, bad faith or negligence (or in the case of the Owner Trustee, gross negligence) of such party; or (b) shall arise from such breach of any of its representations or warranties set forth in the Trust Agreement. (vi) The Servicer shall indemnify, defend, and hold harmless, the Backup Servicer and its officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, claim, damage, or liability arose out of, or was imposed upon the Backup Servicer resulting from the acts or omissions of the Servicer in the performance of its duties in its capacity as Servicer under this Agreement or any other Basic Document to which it is a party. Indemnification under this Section by the Servicer, with respect to the period such Person was (or was deemed to be) the Servicer, shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest. For purposes of this SectionSection 7.02, in the event of the termination of the rights and obligations of TMCC the Servicer (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, a non-renewal of the servicing term referred to in Section 4.01(a) or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be remain the Servicer pending appointment of until a successor Servicer (other than the Indenture Trustee) has accepted its appointment pursuant to Section 8.02. The provisions of this paragraph shall in no way affect the survival pursuant to the preceding paragraph of the indemnification by the Servicer. Notwithstanding any other provision of this Agreement, the obligations of the Servicer described in this Section shall not terminate or be deemed released upon the resignation or termination of the Servicer and shall survive any termination of this Agreement to the extent that such obligations arise from the Servicer's actions hereunder while acting as Servicer.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders ) and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Securities Intermediary, the Certificateholder ) and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than 25 Sale and Servicing Agreement (20[ ]-[ ]) errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody purchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this The Servicer will compensate and indemnify the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Owner Trustee to the extent and subject to the conditions set forth in Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice 6.7 of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Indenture and Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 8.2 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofTrust Agreement, the Servicer Indemnifying Party will assume the defense thereofas applicable, except, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel respect to the Servicer Indemnified Party stating that there is an unwaivable conflict of interestIndenture Trustee, be counsel to the Servicer Indemnifying Party)extent that any cost, and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal expense, loss, claim, damage or other expenses subsequently liability arises out of or is incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a Successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by Santander Consumer (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee (including when performing its duties as Relevant Trustee) and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Trustee and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of a Financed Vehicle. (b) [Reserved]. (c) The Servicer shall will indemnify, defend and hold harmless the SellerIssuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. 22 Sale and Servicing Agreement (2013-5) (c) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Trustee and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody purchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this The Servicer will compensate and indemnify the Indenture Trustee and the Owner Trustee to the extent and subject to the conditions set forth in Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice 6.7 of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Indenture and Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 8.2 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofTrust Agreement, the Servicer Indemnifying Party will assume the defense thereofas applicable, except, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel respect to the Servicer Indemnified Party stating that there is an unwaivable conflict of interestIndenture Trustee, be counsel to the Servicer Indemnifying Party)extent that any cost, and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal expense, loss, claim, damage or other expenses subsequently liability arises out of or is incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a Successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by Santander Consumer (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying AgentNoteholders, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligor and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, Trustee and the Indenture TrusteeTrustee and their respective directors, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody repurchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice will compensate and indemnify the Owner Trustee to the extent and subject to the conditions set forth in Sections 8.1 and 8.2 of the commencement of any action, such Trust Agreement. The Servicer Indemnified Party will, if a claim will compensate and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 6.7 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofIndenture, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel except to the Servicer Indemnified Party stating extent that there any cost, expense, loss, claim, damage or liability arises out of or is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by the Bank (or any successor thereto pursuant to Section 4.08 shall 6.6 or Section 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement and the Trust Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in . (f) Neither the event Servicer nor any of the termination directors or officers or employees or agents of the rights and obligations Servicer shall be under any liability to the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, such or by reason of negligence in the performance of its duties under this Agreement. The Servicer shall be deemed and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the Servicer pending appointment proper party in respect of a successor Servicer (other than any matters arising under this Agreement. The provisions of this Section 6.2 shall survive termination of this Agreement and satisfaction and discharge of the Indenture Trustee) pursuant to Section 8.02Indenture.

Indemnities of Servicer. The Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement, and hereby agree to the following: (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Delaware Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Indenture Trustee (including when performing its duties as Relevant Trustee) and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of a Financed Vehicle. (b) [Reserved]The Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be payable (i) to the Indenture Trustee, the Owner Trustee and the Delaware Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available Funds available therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer. (c) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Delaware Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Securities Intermediary, the Certificateholder ) and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability 26 Sale and Servicing Agreement (SDART 2024-2) arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody purchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party willThe Issuer or, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofapplicable, the Servicer Indemnifying Party will assume compensate and indemnify the defense thereofIndenture Trustee (including when performing its duties as Relevant Trustee), the Owner Trustee and the Delaware Trustee to the extent and subject to the conditions set forth in Section 6.7 of the Indenture and Section 8.2 of the Trust Agreement, as applicable, except, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel respect to the Servicer Indemnified Party stating that there is an unwaivable conflict of interestIndenture Trustee, be counsel to the Servicer Indemnifying Party)extent that any cost, and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal expense, loss, claim, damage or other expenses subsequently liability arises out of or is incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by Santander Consumer (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination or assignment of such Person as Servicer or a resignation by such Person as Servicer as well as the termination or assignment of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee (including when performing its duties as Relevant Trustee) and shall will include reasonable fees and expenses of counsel and expenses of litigation. If either the Issuer or the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicersuch party, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:. (ai) The Servicer shall defend, indemnify, defend and hold harmless the Seller, the Issuer, the Owner TrusteeTrustee (in its individual and trust capacities), the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder and any of the their officers, directors, employees and agents of agents, the each such party Trust, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expensesclaims, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership ownership, or operation by the Servicer or any Affiliate affiliate thereof of a Financed Vehicle. (b) [Reserved]. (cii) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner TrusteeTrustee (in its individual and trust capacities), the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the their officers, directors, employees and agents and the Trust from and against any taxes that may at any time be asserted against such parties with respect to the transactions contemplated herein, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but, in the case of the SellerTrust, not including any taxes asserted with respect to, and as of the date of, the Issuersale of the Receivables to the Trust or the issuance and original sale of the Certificate, the Notes, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificate or the Notes) and costs and expenses in defending against the same. (iii) The Servicer shall indemnify, defend, and hold harmless the Owner TrusteeTrustee (in its individual and trust capacities), the Indenture Trustee, the Securities IntermediaryInsurer, their officers, directors, employees and agents, and the Trust, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, damages actions, suits, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such parties through, the negligence, willful misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. This indemnity shall survive the termination of this Agreement or the Trust and the resignation or removal of the Owner Trustee. (includingiv) The Servicer shall indemnify, but not limited todefend, reasonable legal feesand hold harmless the Owner Trustee (in its individual and trust capacities), costs the Indenture Trustee, their respective officers, directors, employees and agents and the Trust from and against all costs, expenses, losses, claims, damages, and including any such reasonable fees, costs and expenses liabilities arising out of or incurred in connection with any enforcement (including any action, claim, the acceptance or suit brought by such indemnified parties) of any indemnification or other obligation performance of the Servicer)trusts and duties herein contained, except to the extent that such cost, expense, loss, claim, damage or liability arose out ofliability: (a) shall be due to the willful misfeasance, bad faith, or is imposed upon any such Person through, the negligence, willful misfeasance or bad faith negligence of the Owner Trustee or the Indenture Trustee; (b) relates to any tax other than the taxes with respect to which either the Seller or Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee; (c) shall arise from the breach of any of the representations or warranties of the Owner Trustee set forth in the performance of its duties under this Agreement Section 15.13 or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer Indenture Trustee set forth in connection with its maintenance and custody Section 6.13 of the Receivables Files. Indenture; (d) Promptly after receipt by a party indemnified shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee under this Section 7.02 the Agreement; or Section 4.08 (a “Servicer Indemnified Party”e) shall arise out of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to or be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs acceptance or performance by the Owner Trustee of investigationthe duties of successor Servicer. The obligations set forth in Indemnification under this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and 13.02 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of This indemnification shall survive the termination of this Agreement and the rights and obligations removal of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02Servicer.

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the representations made by the Servicer under this Agreement:. (ab) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders Securityholders and the Certificateholder Depositor and any of the officers, directors, employees and agents of the each such party Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved], excluding any losses incurred in connection with the sale of any repossessed Financed Vehicles in compliance with the terms of this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the SellerIssuer, the Owner Trustee, the Indenture Trustee and the Depositor and their respective officers, directors, agents and employees, and the Securityholders, from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Securities), and any costs and expenses in defending against the same. (d) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders and any of the officers, directors, employees and or agents of the Seller, the Issuer, the Owner Trustee, Trustee and the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage or liability arose out of, or is was imposed upon any such Person through, the negligence, negligence or willful misfeasance or bad faith of the Servicer in the performance of its duties or by failure to perform its obligations under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by any such indemnified party as a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Files. (de) Promptly after receipt The Servicer shall compensate and indemnify the Indenture Trustee to the extent provided in Section 6.08 of the Indenture. For purposes of this Section, in the event of the termination of the rights and obligations of HCA (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.02, or the resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a party indemnified successor Servicer (other than the Indenture Trustee) pursuant to Section 8.03. Indemnification under this Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the ServicerServicer or the termination of this Agreement, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and reasonable expenses of litigation, including, without limitation, any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit brought) of any indemnification or other obligation of the Servicer). If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of The Servicer shall pay all amounts due, pursuant to this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant with respect to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Trustee and Owner Trustee as set forth in Section 8.02.5.05(b)(xi). 25 (2021-B Sale and Servicing Agreement)

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying AgentNoteholders, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligor and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediaryNoteholders, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this Agreement, including those that may be incurred by Agreement or any such indemnified party as other Transaction Document to which it is a result of any act or omission by the Servicer in connection with its maintenance and custody of the Receivables Filesparty. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice will compensate and indemnify the Owner Trustee to the extent and subject to the conditions set forth in Sections 8.1 and 8.2 of the commencement of any action, such Trust Agreement. The Servicer Indemnified Party will, if a claim will compensate and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 6.7 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofIndenture, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel except to the Servicer Indemnified Party stating extent that there any cost, expense, loss, claim, damage or liability arises out of or is an unwaivable conflict of interest, be counsel to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by VCI (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement and the Trust Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying Agent, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder Noteholders and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its 22 Sale and Servicing Agreement (2011-4) obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody purchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this The Servicer will compensate and indemnify the Indenture Trustee and the Owner Trustee to the extent and subject to the conditions set forth in Section 7.02 or Section 4.08 (a “Servicer Indemnified Party”) of notice 6.7 of the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Indenture and Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party 8.2 of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereofTrust Agreement, the Servicer Indemnifying Party will assume the defense thereofas applicable, except, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel respect to the Servicer Indemnified Party stating that there is an unwaivable conflict of interestIndenture Trustee, be counsel to the Servicer Indemnifying Party)extent that any cost, and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal expense, loss, claim, damage or other expenses subsequently liability arises out of or is incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs performance by the Indenture Trustee of investigation. The obligations set forth in the duties of a Successor Servicer hereunder. (e) Indemnification under this Section 7.02 and 6.2 by Santander Consumer (or any successor thereto pursuant to Section 4.08 shall 7.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, Trustee or the Indenture Trustee and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement, and hereby agrees to the following: (a) The Servicer shall indemnifywill defend, defend indemnify and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Paying AgentNoteholders, the Note Registrar, the Securities Intermediary, the Noteholders and the Certificateholder and any of the officers, directors, employees and agents of the each such party Seller from and against any and all costs, expenses, losses, damages, claims and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer)liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) [Reserved]The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein or in the other Transaction Documents, if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the conveyance of the Receivables to the Issuer or the issuance and original sales of the Notes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents) and costs and expenses in defending against the same. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligor and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall will indemnify, defend and hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities IntermediaryNoteholders, the Certificateholder and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Intermediary, the Certificateholder and the Noteholders Seller from and against any and all costs, expenses, losses, claims, damages damages, and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Servicer), to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of, or is was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; provided, including those however, that may be incurred by the Servicer will not indemnify for any such indemnified party as a result costs, expenses, losses, claims, damages or liabilities arising from its breach of any act or omission by covenant for which the Servicer in connection with its maintenance and custody repurchase of the affected Receivables Filesis specified as the sole remedy pursuant to Section 3.6. (d) Promptly after receipt by a party indemnified under this Section 7.02 or Section 4.08 (a “The Servicer Indemnified Party”) of notice of will compensate and indemnify the commencement of any action, such Servicer Indemnified Party will, if a claim in respect thereof is to be made against the party providing indemnification under this Section 7.02 or 4.08 (a “Servicer Indemnifying Party”), notify such Servicer Indemnifying Party of the commencement thereof. In case any such action is brought against any Servicer Indemnified Party under this Section 7.02 or 4.08 and it notifies the Servicer Indemnifying Party of the commencement thereof, the Servicer Indemnifying Party will assume the defense thereof, with counsel reasonably satisfactory to such Servicer Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel Owner Trustee to the Servicer Indemnified Party stating that there is an unwaivable conflict of interest, be counsel extent and subject to the Servicer Indemnifying Party), and the Servicer Indemnifying Party will not be liable to such Servicer Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Servicer Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations conditions set forth in this Section 7.02 Sections 8.1 and Section 4.08 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee, the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section, in the event of the termination of the rights and obligations of TMCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.02.8.2