Common use of Indemnities of Servicer Clause in Contracts

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. In this regard, the Servicer shall indemnify, defend and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of or 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, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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.

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. In this regard, the Servicer shall indemnify, defend and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through 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, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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.

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. In this regard, the : (a) The Servicer shall indemnify, defend and hold harmless the IssuerIssuing Entity, the TrusteesOwner Trustee, the Securityholders Indenture Trustee, the Noteholders, the Certificateholders and the Seller Depositor and any of the officers, directors, employees and agents of the IssuerIssuing Entity, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, reasonable and documented costs and expenses, and all other losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) 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 (ii) hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through through, the negligencewillful misconduct, willful misfeasance or bad faith or negligence (except for errors in judgment) 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, in the event of the termination of the rights and obligations of AHFC World Omni (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, Trustee or the termination or assignment of this Agreement and the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationlitigation (including without limitation 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 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.

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. In this regard, the Servicer shall indemnify, defend and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through 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, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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.

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. In this regard, the : (a) The Servicer shall indemnify, defend and hold harmless the IssuerIssuing Entity, the TrusteesOwner Trustee, the Securityholders Swap Counterparty, if any, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller Depositor and any of the officers, directors, employees and agents of the IssuerIssuing Entity, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, reasonable and documented costs and expenses, and all other losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) 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 (ii) hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Swap Counterparty, if any, the Depositor, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through through, the negligencewillful misfeasance, willful misfeasance or bad faith or negligence (except for errors in judgment) 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, in the event of the termination of the rights and obligations of AHFC World Omni (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and the Trust 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.

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. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the : (a) The Servicer shall indemnify, defend and hold harmless the IssuerIssuing Entity, the TrusteesOwner Trustee, the Securityholders Indenture Trustee, the Noteholders, the Certificateholders and the Seller Depositor and any of the officers, directors, employees and agents of the IssuerIssuing Entity, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, reasonable and documented costs and expenses, and all other losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) 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 (ii) hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through through, the negligencewillful misfeasance, willful misfeasance or bad faith or negligence (except for errors in judgment) 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, in the event of the termination of the rights and obligations of AHFC World Omni (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, Trustee or the termination or assignment of this Agreement and the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationlitigation (including without limitation 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 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.

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. In this regard, the : (a) The Servicer shall indemnify, defend and hold harmless the Issuer, the TrusteesOwner Trustee, the Securityholders Indenture Trustee, the Noteholders, the Certificateholders, the Company and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) 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 (ii) hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Company, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through 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, in the event of the termination of the rights and obligations of AHFC CFC (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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.

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. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys' fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx Servicing L.P. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend liability, claim or expense (including, without limitation, costs and hold harmless the Issuerexpenses of litigation and of investigation counsel fees, the Trusteesdamages, the Securityholders judgments and the Seller and any of the officersamounts paid in settlement) that may be imposed on, directors, employees and agents of incurred by or asserted against the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”in its capacity as such or individually) from and against any and all costs, expenses, losses, damages, claims and liabilities or the Eligible Lender Trustee (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification its capacity as such or other obligation of the Servicerindividually) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any the Issuer, the Owner Trustee (in its capacity as such Person through or individually) or the Eligible Lender Trustee (in its capacity as such or individually) through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer, the Owner Trustee (in its capacity as such or individually) or the Eligible Lender Trustee (in its capacity as such or individually) through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC SLC (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, 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) successor servicer pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, Indenture Administrator or the Eligible Lender Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the : (a) The Servicer shall indemnify, defend and hold harmless the Issuer, the TrusteesOwner Trustee, the Securityholders Indenture Trustee, the Noteholders, the Certificateholders, the Company and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) 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 (ii) hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Company, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through 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, in the event of the termination of the rights and obligations of AHFC DCS (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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.

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. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Sxxxxx Mxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, the Trust, the Certificateholders and the Indenture Trustee (each, an “Indemnified Party”) Noteholders from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and (ii) hold harmless the Owner Trustee, the Indenture Trustee, the Trust, the Certificateholders and the Noteholders from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, the Trust, the Certificateholders or the Noteholders 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, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (bc) Indemnification under this Section The Servicer shall survive indemnify, defend and hold harmless the resignation Owner Trustee and the Indenture Trustee from and against all Damages arising out of or removal incurred in connection with the acceptance or performance of the trusts and duties herein contained, except to the extent that such Damage: (i) shall be due to the willful misfeasance, bad faith, or negligence (except for errors in judgment) of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which the Seller shall be required to indemnify the Owner Trustee or the Indenture Trustee; (iii) shall arise from the breach by the Owner Trustee or the Indenture Trustee of any of their respective representations or warranties set forth in the Basic Documents; (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee and as to which such Person has received payment of indemnity from the Seller; or (v) shall arise out of or be incurred in connection with the performance by the Indenture Trustee of the duties of Successor Servicer hereunder. Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this paragraph, an “Indemnified Party”) 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 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costscosts (including reasonable attorneys’ fees), expenses, losses, damages, claims and liabilities (liabilities, including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement by such Person of any indemnification or other obligation of the Servicer) Servicer (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, and (ii) the Issuer from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, and the Trust, 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the : (a) The Servicer shall indemnify, defend and hold harmless the IssuerIssuing Entity, the TrusteesOwner Trustee, the Securityholders Indenture Trustee, the Noteholders, the Certificateholders and the Seller Depositor and any of the officers, directors, employees and agents of the IssuerIssuing Entity, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, reasonable and documented costs and expenses, and all other losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) 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 (ii) hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through through, the negligencewillful misconduct, willful misfeasance or bad faith or negligence (except for errors in judgment) 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, in the event of the termination of the rights and obligations of AHFC World Omni (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, Trustee or the termination or assignment of this Agreement and the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationlitigation (including without limitation 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 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.

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. In this regard, the : (a) The Servicer shall indemnify, defend and hold harmless the Issuer, the TrusteesOwner Trustee, the Securityholders Indenture Trustee, the Noteholders, the Certificateholders, the Company and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) 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 (ii) hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Company, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through 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, in the event of the termination of the rights and obligations of AHFC DCFS (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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.

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. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Navient Solutions, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys' fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx Servicing Corporation (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the : (a) The Servicer shall indemnify, defend and hold harmless the IssuerIssuing Entity, the TrusteesOwner Trustee, the Securityholders Indenture Trustee, the Noteholders, the Certificateholders and the Seller Depositor and any of the officers, directors, employees and agents of the IssuerIssuing Entity, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, reasonable and documented costs and expenses, and all other losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) 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 (ii) hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through through, the negligencewillful misfeasance, willful misfeasance or bad faith or negligence (except for errors in judgment) 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, in the event of the termination of the rights and obligations of AHFC World Omni (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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.

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, the Trust, the Certificateholders and the Indenture Trustee (each, an “Indemnified Party”) Noteholders from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (icollectively, "Damages") arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and (ii) hold harmless the Owner Trustee, the Indenture Trustee, the Trust, the Certificateholders and the Noteholders from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, the Trust, the Certificateholders or the Noteholders 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, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (bc) Indemnification under this Section The Servicer shall survive indemnify, defend and hold harmless the resignation Owner Trustee and the Indenture Trustee from and against all Damages arising out of or removal incurred in connection with the acceptance or performance of the trusts and duties herein contained, except to the extent that such Damage: (i) shall be due to the willful misfeasance, bad faith, or negligence (except for errors in judgment) of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which the Seller shall be required to indemnify the Owner Trustee or the Indenture Trustee; (iii) shall arise from the breach by the Owner Trustee or the Indenture Trustee of any of their respective representations or warranties set forth in the Basic Documents; (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee and as to which such Person has received payment of indemnity from the Seller; or (v) shall arise out of or be incurred in connection with the performance by the Indenture Trustee of the duties of Successor Servicer hereunder. Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this paragraph, an "Indemnified Party") 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 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, the Trust, the Certificateholders and the Indenture Trustee (each, an “Indemnified Party”) Noteholders from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and (ii) hold harmless the Owner Trustee, the Indenture Trustee and the Trust from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee or the Trust 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the : (a) The Servicer shall indemnify, defend and hold harmless the Issuer, the TrusteesOwner Trustee, the Securityholders Indenture Trustee, the Noteholders, the Certificateholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, reasonable and documented costs and expenses, and all other losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) 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 (ii) hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through through, the negligencewillful misfeasance, willful misfeasance or bad faith or negligence (except for errors in judgment) 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, in the event of the termination of the rights and obligations of AHFC World Omni (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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.

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. In this regard, the : (a) The Servicer shall indemnify, defend and hold harmless the Issuer, the TrusteesOwner Trustee, the Securityholders Indenture Trustee, the Noteholders, the Certificateholders and the Seller Company and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) liabilities, 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 (ii) hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Company, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through 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, in the event of the termination of the rights and obligations of AHFC the Servicer (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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.

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. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys' fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx Servicing Corporation (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorneys’ fees, that may be imposed on, incurred by or asserted against the Issuer, the Trustees, Indenture Trustee or the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer, the Indenture Trustee or the Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer, the Indenture Trustee or the Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.03) as Servicer pursuant to Section 7.015.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.02. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorneys' fees, that may be imposed on, incurred by or asserted against the Issuer, the TrusteesEligible Lender Trustee, the Securityholders and Indenture Trustee, the Seller and Seller, the Administrator or the Noteholders or any of the officers, directors, employees and agents of the Issuer, the Owner Eligible Lender Trustee, the Delaware Trustee and Indenture Trustee, the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with Administrator or the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) Seller to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer; provided, however, that the Servicer's obligation arising under this Section 5.02 shall apply only to the extent that the sum of such obligation and any other liabilities of the Servicer under this Agreement exceeds the Servicer Liability Limit for any Servicer Liability Period (as such terms are defined in Section 3.05). Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) Loan Services as Servicer pursuant to Section 7.016.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.026.02. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, 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 Agreement 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. (b) Except with respect to liabilities relating to rejected claims by the Guarantors, the Seller agrees to indemnify and hold harmless the Servicer from any liability incurred by the Servicer under subsection (a) above as a result of the Servicer's ordinary negligence.

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. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys' fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorneys' fees, that may be imposed on, incurred by or asserted against the Issuer, the Trustees, Indenture Trustee or the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer, the Indenture Trustee or the Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer, the Indenture Trustee or the Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx Servicing L.P. (or any successor thereto pursuant to Section 6.034.03) as Servicer pursuant to Section 7.015.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.02. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Navient Solutions, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Servicer, the Owner Trustee, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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.. Servicing Agreement

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. In this regard, the . (a) The Servicer shall indemnify, defend and hold harmless the Issuer, the TrusteesOwner Trustee, the Indenture Trustee, the Securityholders and the Seller Depositor and any of the officers, directors, employees and agents of the Issuer, the Owner TrusteeDepositor, the Delaware Owner Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all reasonable and duly documented costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) 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. (iib) 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 U.S. 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 Issuer, the Owner Trustee, the Indenture Trustee, the Depositor, the Securityholders and any of the officers, directors, employees or agents of the Issuer, the Owner Trustee, the Depositor and the Indenture Trustee from and against any and all reasonable and duly documented costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through 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, in the event of the termination of the rights and obligations of AHFC BMW FS (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.02, or a the resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.03. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, Servicer or the termination of this Agreement with respect to acts of the Servicer prior thereto, and shall include reasonable fees and expenses of counsel and reasonable expenses of litigation, including but not limited to reasonable legal fees or expenses incurred by the Indenture Trustee in connection with any enforcement of the Servicer’s indemnification or other obligations hereunder. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Indenture Trustee and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and (ii) hold harmless the Owner Trustee, the Indenture Trustee and the Trust from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee or the Trust 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the : (a) The Servicer shall indemnify, defend and hold harmless the Issuer, the TrusteesOwner Trustee, the Securityholders Indenture Trustee, the Noteholders, the Certificateholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) 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 (ii) hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through 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, in the event of the termination of the rights and obligations of AHFC DCFS (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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.

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. In this regard, the . (b) The Servicer shall indemnify, defend and hold harmless indemnify the Issuer, the Trustees, the Securityholders Bond Issuer and the Seller Bond Trustee (for itself and any on behalf of the Bondholders) and each of their respective trustees, members, managers, officers, directors, employees and agents of the Issuerfor, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) defend and hold harmless each such Person from and against against, any and all costsLosses that may be imposed upon, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of or asserted against any indemnification or other obligation of the Servicer) such Person as a result of: (i) arising out of the Servicer’s willful misconduct or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through the negligence, willful misfeasance or bad faith of the Servicer negligence in the performance of its duties or observance of its covenants under this Agreement or by reason of the Servicer’s reckless disregard of its obligations and duties under this Agreement. For purposes ; (ii) the Servicer’s breach of any of its representations or warranties in this Section, in the event of the termination of the rights Agreement; and (iii) litigation and related expenses relating to its status and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01Servicer, or a resignation by such Servicer pursuant to this Agreementprovided, such Servicer shall be deemed to be however, that the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in Losses resulting from the first sentence willful misconduct or gross negligence of any Person indemnified pursuant to this Section which relate 5.02 (each, an “Indemnified Person”) or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Servicer’s breach. Promptly after receipt by an Indemnified Person of notice of its involvement in any action, proceeding or investigation, such Indemnified Person shall, if a date or period on or after the date on which AHFC claim for indemnification in respect thereof is terminated or removed as to be made against the Servicer under this Section 5.02, notify the Servicer in writing of such involvement. Failure by an Indemnified Person to so notify the Servicer shall relieve the Servicer from the obligation to indemnify and hold harmless such Indemnified Person under this Section 5.02 only to the extent that the Servicer suffers actual prejudice as a result of such failure. With respect to any action, proceeding or which are cause investigation brought by a successor servicerthird party for which indemnification may be sought under this Section 5.02, the Servicer shall be entitled to assume the defense of any such action, proceeding or investigation. Upon assumption by the Servicer of the defense of any such action, proceeding or investigation, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel (including local counsel), and the Servicer shall bear the reasonable fees, costs and expenses of such separate counsel. The Indemnified Person shall not settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 5.02 (whether or not the Servicer is an actual or potential party to such claim or action) unless the Servicer agrees in writing to such settlement, compromise or consent and such settlement, compromise or consent includes an unconditional release of the Servicer from all liability arising out of such claim, action, suit or proceeding. (bc) Indemnification The Servicer shall indemnify the Bond Trustee and its respective officers, directors and agents for, and defend and hold harmless each such Person from and against, any and all Losses that may be imposed upon, incurred by or asserted against any such Person as a result of the acceptance or performance of the trusts and duties contained herein and in the Bond Indenture, except to the extent that any such Loss is due to the willful misconduct, bad faith or gross negligence of the Bond Trustee; provided, however, that the foregoing indemnity is extended to the Bond Trustee solely in its individual capacity and not for the benefit of the Bondholders or any other Person. Such amounts with respect to the Bond Trustee shall be deposited and distributed in accordance with the Bond Indenture. (d) The Servicer’s indemnification obligations under Section 5.02(b) and (c) for events occurring prior to the removal or resignation of the Bond Trustee or the termination of this Section Agreement shall survive the resignation or removal of the Owner Trustee, the Delaware Bond Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement and shall include reasonable costs, fees and expenses of counsel investigation and expenses of litigation. If litigation (including the Bond Issuer’s and the Bond Trustee’s reasonable attorneys’ fees and expenses). (e) Except to the extent expressly provided for in the Basic Documents (including the Servicer’s claims with respect to the Servicing Fees), the Servicer hereby releases and discharges the Bond Issuer (including its trustees, officers, employees and agents, if any), and the Bond Trustee (including its respective officers, directors and agents) (collectively, the “Released Parties”) from any and all actions, claims and demands whatsoever, which the Servicer shall or may have made against 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 relating to the Restructuring Property or the Servicer’s activities with respect thereto other than any actions, without interestclaims and demands arising out of the willful misconduct, bad faith or gross negligence of the Released Parties. (f) The Servicer will not indemnify any person for any loss, damages, liability, obligation, claim, action, suit or payment resulting solely from a downgrade in the ratings on the Bonds or for any consequential damages, including any loss of market value of the Bonds, resulting from any default or any downgrade of the ratings on the Bonds.

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. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys' fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx Servicing L.P. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and as expressly provided under this Agreement. In this regard, the Section 6.02. (b) The Servicer shall indemnifyindemnify the Issuer and the Bondholders (each an "Indemnified Person" for purposes of Sections 6.02 (b) and (d)) for, and defend and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) each such Person from and against against, any and all costsliabilities, expensesobligations, losses, damages, claims and liabilities payments, claims, costs or expenses of any kind whatsoever (including any reasonable legal fees and expenses collectively, "Losses") that may be imposed on, incurred by an Indemnified Party in connection with the enforcement or asserted against any such Person as a result of any indemnification or other obligation of the Servicer) (i) arising out of the Servicer's willful misconduct or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through the negligence, willful misfeasance or bad faith of the Servicer negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer's willful misconduct or negligence relating to the maintenance and custody by reason the Servicer, as custodian, of reckless disregard the RRB Property Records) or (ii) the Servicer's breach in any material respect of any of its obligations representations or warranties in this Agreement; provided, however, that the Servicer shall not be liable for any Losses resulting from the willful misconduct or gross negligence of any such Indemnified Person; and, provided, further, that the Bondholders shall be entitled to enforce their rights and duties remedies against the Servicer under this Section 6.02(b) solely through a cause of action brought for their benefit by the Trustee; and, provided, further, that the Servicer shall not be liable for any Losses, regardless of when incurred, after the Bonds have been paid in full, except as provided in Section 6.02(c). (c) The Servicer shall indemnify and hold harmless the Trustee, the State of New Hampshire, the Treasurer of the State of New Hampshire, agencies of the State of New Hampshire and any of their respective affiliates, officials, officers, directors, employees, consultants, counsel and agents (each an "Indemnified Person" for purposes of Section 6.02(c) and (d)) for, and defend and hold harmless each such Person from and against, any and all Losses imposed on, incurred by or asserted against any of such Indemnified Persons as a result of: (i) the Servicer's willful misconduct or negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer's willful misconduct or negligence relating to the maintenance and custody by the Servicer, as custodian, of the RRB Property Records) or (ii) the Servicer's breach in any material respect of any of its representations or warranties in this Agreement; provided, however, that the Servicer shall not be liable for any Losses resulting from the willful misconduct or gross negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Servicer's breach. (d) The Servicer shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person pursuant to Section 6.02(b) or Section 6.02(c) in the settlement of any action, proceeding or investigation without the written consent of the Servicer, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of its involvement in any action, proceeding or investigation, such Indemnified Person shall, if a claim for indemnification in respect thereof is to be made against the Servicer under Section 6.02(b) or Section 6.02(c), notify the Servicer in writing of such involvement. Failure by an Indemnified Person to so notify the Servicer shall relieve the Servicer from the obligation to indemnify and hold harmless such Indemnified Person under Section 6.02(b) or Section 6.02(c), as applicable, only to the extent that the Servicer suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under Section 6.02(b) or Section 6.02(c), the Servicer shall be entitled to assume the defense of any such action, proceeding or investigation. Upon assumption by the Servicer of the defense of any such action, proceeding or investigation, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel. The Servicer shall be entitled to appoint counsel of the Servicer's choice at the Servicer's expense to represent the Indemnified Person in any action, proceeding or investigation for which a claim of indemnification is made against the Servicer under Section 6.02(b) or Section 6.02(c) (in which case the Servicer shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Person. Notwithstanding the Servicer's election to appoint counsel to represent the Indemnified Person in an action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Servicer shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Servicer to represent the Indemnified Person would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Person and the Servicer and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Servicer, (iii) the Servicer shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action or (iv) the Servicer shall authorize the Indemnified Person to employ separate counsel at the expense of the Servicer. Notwithstanding the foregoing, the Servicer shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons (in addition to local counsel). The Servicer will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under Section 6.02(b) or Section 6.02(c), as applicable, (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding. (e) Indemnification under Section 6.02(b) and Section 6.02(c) shall survive the resignation or removal of the Trustee and the termination of this Agreement and shall include reasonable fees and out-of-pocket expenses of investigation and litigation (including reasonable attorneys' fees and expenses), except as otherwise provided in this Agreement. (f) For purposes of this SectionSection 6.02(b) and Section 6.02(c), in the event of the termination of the rights and obligations of AHFC Public Service Company of New Hampshire (or any successor thereto pursuant to Section 6.036.04) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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.

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. In this regard, the : (a) The Servicer shall indemnify, defend and hold harmless the Seller, the Issuer, the TrusteesOwner Trustee, the Securityholders Indenture Trustee, the Noteholders and the Seller Certificateholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) liabilities, 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 (ii) hold harmless the Seller, the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Seller, the Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was is imposed upon any such Person through 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, in the event of the termination of the rights and obligations of AHFC TMCC (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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.

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costscosts (including reasonable attorneys’ fees), expenses, losses, damages, claims and liabilities (liabilities, including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement by such Person of any indemnification or other obligation of the Servicer) Servicer (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, and (ii) the Issuer from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, and the Trust, 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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.interest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others). 48 (Nissan 2016-C Sale and Servicing Agreement)

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. In this regard, the . (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Trust, the Certificateholders and the Indenture Trustee (each, an “Indemnified Party”) Depositor from and against any and all costs, expenses, losses, damages, claims claims, and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed VehicleAsset. (b) The Servicer shall indemnify, defend and hold harmless the Trustee, the Depositor, the Trust and the Certificateholders from and against any and all costs, expenses, losses, claims, damages, and (ii) liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of of, or was imposed upon any such Person through 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, in the event of the termination of the rights and obligations of AHFC U.S. Bank (or any successor thereto pursuant to Section 6.038.03) as Servicer pursuant to Section 7.019.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.029.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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 recipient thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and Indenture Trustee, [and] the Indenture Trustee (eachTrust, an “Indemnified Party”) [the [Swap Counterparty][Cap Provider],] from and against any and all costscosts (including reasonable attorneys’ fees), expenses, losses, damages, claims and liabilities (liabilities, including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement by such Person of any indemnification or other obligation of the Servicer) Servicer (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and (ii) hold harmless the Owner Trustee, the Indenture Trustee, [the [Swap Counterparty][Cap Provider],] and the Issuer from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, [the [Swap Counterparty][Cap Provider]] and the Trust, 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorneys' fees, that may be imposed on, incurred by or asserted against the Issuer, the TrusteesEligible Lender Trustee, the Securityholders and Indenture Trustee, the Seller and Seller, the Administrator or the Noteholders or any of the officers, directors, employees and agents of the Issuer, the Owner Eligible Lender Trustee, the Delaware Trustee and Indenture Trustee, the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with Administrator or the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) Seller to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer; provided, however, that the Servicer's obligation arising under this Section 5.02 shall apply only to the extent that the sum of such obligation and any other liabilities of the Servicer under this Agreement exceeds the Servicer Liability Limit for any Servicer Liability Period (as such terms are defined in Section 3.05). Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war or terrorism, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) Loan Services as Servicer pursuant to Section 7.016.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.026.02. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, 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 Agreement 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. (b) Except with respect to liabilities relating to rejected claims by the Guarantors, the Seller agrees to indemnify and hold harmless the Servicer from any liability incurred by the Servicer under subsection (a) above as a result of the Servicer's ordinary negligence.

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. In this regard, the The Servicer shall indemnify, defend and hold harmless the Issuer, the TrusteesOwner Trustee, the Securityholders Trustee, the Depositor, the Certificateholders and the Seller Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and or the Indenture Trustee (each, an “Indemnified Party”) Depositor from and against any and all costslosses, expenses, lossesclaims, damages, claims liabilities and liabilities reasonable costs and expenses (including any reasonable legal attorneys' fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (iiexpenses) to the extent that such costarising out of, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through through, the gross negligence, willful misfeasance or bad faith of the 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 or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of the obligations of any subservicer under any subservicing agreement, where the final determination that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, any such gross negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer or any subservicer, is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by virtue of an act of God, act of war, fires, earthquake or other natural disasters, to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon the sending of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. This provision shall not be construed to limit the Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement. For purposes The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee, the Depositor, the Certificateholders and the Noteholders or any of this Sectionthe officers, directors, employees and agents of the Issuer, the Owner Trustee, the Trustee or the Depositor from any and all losses, claims, damages, liabilities and reasonable costs and expenses (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 event release of any Receivable File from the custody of such subservicer or in connection with the termination of the rights and obligations servicing activities of AHFC (or such subservicer with respect to any successor thereto Receivable) whether pursuant to Section 6.03) as the terms of any subservicing agreement or otherwise. The Servicer pursuant shall indemnify, defend and hold harmless the Trustee, the Owner Trustee, the Trust, the Depositor, the Certificateholders and the Noteholders from and against any taxes that may at any time be asserted against the Trustee, the Trust, the Owner Trustee, the Certificateholders, the Noteholders or the Depositor (other than any taxes based upon the income of any such person), with respect to Section 7.01the transactions contemplated herein including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or a resignation license taxes and costs and expenses in defending against the same. The Servicer shall indemnify, defend, and hold harmless the Owner Trustee and Trustee and each of their agents, officers, employees and other Persons employed by each of them in connection with the Basic Documents from and against all reasonable costs and 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 or contained in the Basic Documents, if any, except to the extent that such Servicer pursuant reasonable cost or expense, reasonable loss, claim, damage or liability: (a) shall be due to this Agreementthe willful misfeasance, such bad faith, or negligence (except for errors in judgment) of the Owner Trustee or Trustee; (b) relates to any tax other than the taxes with respect to which the Servicer shall be deemed required to be indemnify the Servicer pending appointment Owner Trustee or Trustee; or (c) shall arise from the Owner Trustee's or Trustee's breach of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance any of doubt, AHFC shall not be liable for any claims described its representations or warranties set forth in the first sentence of this Section which relate to a date Trust Agreement or period on or after the date on which AHFC is terminated or removed Indenture, as the Servicer or which are cause by a successor servicer. (b) applicable. Indemnification under this Section shall survive the resignation or and removal of the Trustee and the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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 interestAgreement.

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. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys' fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the . (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Trust, the Certificateholders and the Indenture Trustee (each, an “Indemnified Party”) Depositor from and against any and all costs, expenses, losses, damages, claims claims, and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) liabilities, 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 Trustee, the Depositor, the Trust and the Certificateholders from and against any and all costs, expenses, losses, claims, damages, and (ii) liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of of, or was imposed upon any such Person through 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, in the event of the termination of the rights and obligations of AHFC [ ] (or any successor thereto pursuant to Section 6.038.03) as Servicer pursuant to Section 7.019.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.029.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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 recipient thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costscosts (including reasonable attorneys’ fees), expenses, losses, damages, claims and liabilities (liabilities, including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement by such Person of any indemnification or other obligation of the Servicer) Servicer (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, and (ii) the Issuer from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, and the Trust, 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was the Servicer, shall survive 48 (Nissan 2017-A Sale and Servicing Agreement) 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the Servicer shall indemnify, defend and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee[, the Delaware Trustee Trustee] and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of or 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, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee[, the Delaware Trustee Trustee] or the Indenture Trustee, as the case may be, 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.

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. In this regard, the The Servicer shall indemnify, defend and hold harmless the IssuerIssuing Entity, the TrusteesOwner Trustee, the Securityholders Trustee, the Depositor, the Certificateholders and the Seller Noteholders and any of the officers, directors, employees and agents of the IssuerIssuing Entity, the Owner Trustee, the Delaware Trustee and or the Indenture Trustee (each, an “Indemnified Party”) Depositor from and against any and all costslosses, expenses, lossesclaims, damages, claims liabilities and liabilities reasonable costs and expenses (including any reasonable legal attorneys’ fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (iiexpenses) to the extent that such costarising out of, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through through, the gross negligence, willful misfeasance or bad faith of the 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 or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of the obligations of any subservicer under any subservicing agreement, where the final determination that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, any such gross negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer or any subservicer, is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by virtue of an act of God, act of war, fires, earthquake or other natural disasters, to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon the sending of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. This provision shall not be construed to limit the Servicer’s or any other party’s rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement. For purposes The Servicer shall indemnify, defend and hold harmless the Issuing Entity, the Owner Trustee, the Trustee, the Depositor, the Certificateholders and the Noteholders or any of this Sectionthe officers, directors, employees and agents of the Issuing Entity, the Owner Trustee, the Trustee or the Depositor from any and all losses, claims, damages, liabilities and reasonable costs and expenses (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 event release of any Receivable File from the custody of such subservicer or in connection with the termination of the rights and obligations servicing activities of AHFC (or such subservicer with respect to any successor thereto Receivable) whether pursuant to Section 6.03) as the terms of any subservicing agreement or otherwise. The Servicer pursuant shall indemnify, defend and hold harmless the Trustee, the Owner Trustee, the Trust, the Depositor, the Certificateholders and the Noteholders from and against any taxes that may at any time be asserted against the Trustee, the Trust, the Owner Trustee, the Certificateholders, the the Noteholders or the Depositor (other than any taxes based upon the income of any such person), with respect to Section 7.01the transactions contemplated herein including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or a resignation license taxes and costs and expenses in defending against the same. The Servicer shall indemnify, defend, and hold harmless the Owner Trustee and Trustee and each of their agents, officers, employees and other Persons employed by each of them in connection with the Basic Documents from and against all reasonable costs and 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 or contained in the Basic Documents, if any, except to the extent that such Servicer pursuant reasonable cost or expense, reasonable loss, claim, damage or liability: (a) shall be due to this Agreementthe willful misfeasance, such bad faith, or negligence (except for errors in judgment) of the Owner Trustee or Trustee; (b) relates to any tax other than the taxes with respect to which the Servicer shall be deemed required to be indemnify the Servicer pending appointment Owner Trustee or Trustee; or (c) shall arise from the Owner Trustee’s or Trustee’s breach of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance any of doubt, AHFC shall not be liable for any claims described its representations or warranties set forth in the first sentence of this Section which relate to a date Trust Agreement or period on or after the date on which AHFC is terminated or removed Indenture, as the Servicer or which are cause by a successor servicer. (b) applicable. Indemnification under this Section shall survive the resignation or and removal of the Trustee and the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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 interestAgreement.

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costscosts (including reasonable attorneys’ fees), expenses, losses, damages, claims and liabilities (liabilities, including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement by such Person of any indemnification or other obligation of the Servicer) Servicer (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, and (ii) the Issuer from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, and the Trust, 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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.interest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others). 48 (Nissan 2016-B Sale and Servicing Agreement)

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costscosts (including reasonable attorneys’ fees), expenses, losses, damages, claims and liabilities (liabilities, including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement by such Person of any indemnification or other obligation of the Servicer) Servicer (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, and (ii) the Issuer from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, and the Trust, 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 48 (Nissan 2017-B Sale and Servicing Agreement) Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the : (a) The Servicer shall indemnify, defend and hold harmless the IssuerIssuing Entity, the TrusteesOwner Trustee, the Securityholders Indenture Trustee, the Noteholders, the Certificateholders and the Seller Depositor and any of the officers, directors, employees and agents of the IssuerIssuing Entity, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, reasonable and documented costs and expenses, and all other losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) 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 (ii) hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through through, the negligencewillful misfeasance, willful misfeasance or bad faith or negligence (except for errors in judgment) 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, in the event of the termination of the rights and obligations of AHFC World Omni (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and the Trust 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.

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. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Servicing Agreement Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costscosts (including reasonable attorneys’ fees), expenses, losses, damages, claims and liabilities (liabilities, including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement by such Person of any indemnification or other obligation of the Servicer) Servicer (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. 47 (Nissan 2016-A Sale and Servicing Agreement) (b) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, and (ii) the Issuer from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, and the Trust, 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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 as expressly provided under this Agreement. In this regardSection 6.02. (b) The Servicer shall indemnify the Note Issuer, the Servicer shall indemnifyNoteholders and the Certificateholders (each an "Indemnified Person" for purposes of Section 6.02 (b) and (d)) for, and defend and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) each such Person from and against against, any and all costsliabilities, expensesobligations, losses, damages, claims and liabilities payments, claims, costs or expenses of any kind whatsoever (including any reasonable legal fees and expenses collectively, "Losses") that may be imposed on, incurred by an Indemnified Party in connection with the enforcement or asserted against any such Person as a result of any indemnification or other obligation of the Servicer) (i) arising out of the Servicer's willful misconduct or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through the negligence, willful misfeasance or bad faith of the Servicer negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer's willful misconduct or negligence relating to the maintenance and custody by reason the Servicer, as custodian, of reckless disregard the Transition Property Records) or (ii) the Servicer's breach in any material respect of any of its obligations and duties under representations or warranties in this Agreement. For purposes of this Section; provided, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01however, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be that the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in Losses resulting from the first sentence willful misconduct or gross negligence of this Section which relate any such Indemnified Person; and, provided, further, that the Noteholders and the Certificateholders shall be entitled to a date or period on or after the date on which AHFC is terminated or removed as enforce their rights and remedies against the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive 6.02(b) solely through a cause of action brought for their benefit by the resignation or removal of the Owner Trustee, the Delaware Note Trustee or the Indenture Certificate Trustee, as the case may be; and, provided, further, that the Servicer shall not be liable for any Losses, regardless of when incurred, after the Notes and the Certificates have been paid in full, except as provided in Section 6.02(c). (c) The Servicer shall indemnify and hold harmless the Note Trustee, the Delaware Trustee, the Certificate Trustee, the Certificate Issuer, The Commonwealth of Massachusetts, the Executive Office for Administration and Finance of The Commonwealth of Massachusetts and the Agencies and any of their respective affiliates, officials, officers, directors, employees, consultants, counsel and agents (each an "Indemnified Person" for purposes of Section 6.02(c) and (d)) for, and defend and hold harmless each such Person from and against, any and all Losses imposed on, incurred by or asserted against any of such Indemnified Persons as a result of: (i) the termination Servicer's willful misconduct or negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer's willful misconduct or negligence relating to the maintenance and custody by the Servicer, as custodian, of the Transition Property Records) or (ii) the Servicer's breach in any material respect of any of its representations or warranties in this Agreement; provided, however, that the Servicer shall include reasonable not be liable for any Losses resulting from the willful misconduct or gross negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Servicer's breach. (d) The Servicer shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person pursuant to Section 6.02(b) or (c) in the settlement of any action, proceeding or investigation without the written consent of the Servicer, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of its involvement in any action, proceeding or investigation, such Indemnified Person shall, if a claim for indemnification in respect thereof is to be made against the Servicer under Section 6.02 (b) or (c), notify the Servicer in writing of such involvement. Failure by an Indemnified Person to so notify the Servicer shall relieve the Servicer from the obligation to indemnify and hold harmless such Indemnified Person under Section 6.02(b) or (c), as applicable, only to the extent that the Servicer suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under Section 6.02(b) or (c), the Servicer shall be entitled to assume the defense of any such action, proceeding or investigation. Upon assumption by the Servicer of the defense of any such action, proceeding or investigation, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel. The Servicer shall be entitled to appoint counsel of the Servicer's choice at the Servicer's expense to represent the Indemnified Person in any action, proceeding or investigation for which a claim of indemnification is made against the Servicer under Section 6.02(b) or (c) (in which case the Servicer shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Person. Notwithstanding the Servicer's election to appoint counsel to represent the Indemnified Person in an action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Servicer shall bear the reasonable fees, costs and expenses of litigation. If such separate counsel if (i) the use of counsel chosen by the Servicer to represent the Indemnified Person would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Person and the Servicer and the Indemnified Person shall have made any indemnity payments pursuant reasonably concluded that there may be legal defenses available to this Section and the Person it that are different from or additional 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 those available to the Servicer, (iii) the Servicer shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action or (iv) the Servicer shall authorize the Indemnified Person to employ separate counsel at the expense of the Servicer. Notwithstanding the foregoing, the Servicer shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons (in addition to local counsel). The Servicer will not, without interestthe prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under Section 6.02(b) or (c), as applicable (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding. (e) Indemnification under Section 6.02(b) and 6.02

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costscosts (including reasonable attorneys’ fees), expenses, losses, damages, claims and liabilities (liabilities, including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement by such Person of any indemnification or other obligation of the Servicer) Servicer (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, and (ii) the Issuer from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, and the Trust, 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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.interest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others). 49 (NAROT 2019-A Sale and Servicing Agreement)

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. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, the Trust, the Certificateholders and the Indenture Trustee (each, an “Indemnified Party”) Noteholders from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and (ii) hold harmless the Owner Trustee, the Indenture Trustee, the Trust, the Certificateholders and the Noteholders from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, the Trust, the Certificateholders or the Noteholders 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, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (bc) Indemnification under this The Servicer shall compensate, reimburse and indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee from and against all Damages arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained (and as provided in Section 6.07 of the Indenture and Sections 7.01(e), 8.01, 8.02 and 11.12 of the Amended and Restated Trust Agreement), except to the extent that such Damage: (i) shall survive be due to the resignation willful misfeasance, bad faith, or removal negligence (except for errors in judgment) of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which the Seller shall be required to indemnify the Owner Trustee or the Indenture Trustee; (iii) shall arise from the breach by the Owner Trustee or the Indenture Trustee of any of their respective representations or warranties set forth in the Basic Documents; (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee and as to which such Person has received payment of indemnity from the Seller; or (v) shall arise out of or be incurred in connection with the performance by the Indenture Trustee of the duties of Successor Servicer hereunder. Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this paragraph, an “Indemnified Party”) 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 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costscosts (including reasonable attorneys’ fees), expenses, losses, damages, claims and liabilities (liabilities, including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement by such Person of any indemnification or other obligation of the Servicer) Servicer (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, and (ii) the Issuer from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, and the Trust, 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 47 (NAROT 2023-B Sale and Servicing Agreement) Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Indenture Trustee and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and (ii) hold harmless the Owner Trustee, the Indenture Trustee and the Trust from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee or the Trust 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 53 (Nissan 2013-B Sale and Servicing Agreement) Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costscosts (including reasonable attorneys’ fees), expenses, losses, damages, claims and liabilities (liabilities, including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement by such Person of any indemnification or other obligation of the Servicer) Servicer (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. 45 (NAROT 2022-B Sale and Servicing Agreement) (b) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, and (ii) the Issuer from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, and the Trust, 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Sxxxxx Mxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys’ fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its Servicing Agreement obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Sxxxxx Mxx, Inc. (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Indenture Trustee and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and (ii) hold harmless the Owner Trustee, the Indenture Trustee and the Trust from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee or the Trust 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of 55 (Nissan 2015-C Sale and Servicing Agreement) Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costscosts (including reasonable attorneys’ fees), expenses, losses, damages, claims and liabilities (liabilities, including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement by such Person of any indemnification or other obligation of the Servicer) Servicer (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, and (ii) the Issuer from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, and the Trust, 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). 50 (NAROT 2020-B Sale and Servicing Agreement) Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, the Trust, the Certificateholders and the Indenture Trustee (each, an “Indemnified Party”) Noteholders from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and (ii) hold harmless the Owner Trustee, the Indenture Trustee, the Trust, the Certificateholders and the Noteholders from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, the Trust, the Certificateholders or the Noteholders 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costscosts (including reasonable attorneys’ fees), expenses, losses, damages, claims and liabilities (liabilities, including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement by such Person of any indemnification or other obligation of the Servicer) Servicer (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, and (ii) the Issuer from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, and the Trust, 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, in the event an “Indemnified Party”) of notice of the termination commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Servicer under this Section 7.02, notify the Servicer of the rights commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be it notifies the Servicer pending appointment of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a Successor conflict of interest, be counsel to the Servicer), and the Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall will not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification such Indemnified Party under this Section shall survive 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the resignation or removal defense thereof, other than reasonable costs of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationinvestigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.The obligations set forth in this

Indemnities of Servicer. (a) The Servicer Each of the Servicer, the Issuer and the Grantor Trust shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by such Person under this Agreement and the representations made by the Servicer under this Agreement. In this regard, the herein: (a) The Servicer shall defend, indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity), the Grantor Trust Trustee (including in its individual capacity), the Indenture Trustee, the Standby Servicer, the Seller, the Issuer, the TrusteesGrantor Trust, the Securityholders Certificate Paying Agent, the Noteholders and the Seller and any of the their respective officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs (including reasonable legal fees and related costs), expenses, losses, claims, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of of, or was imposed upon any such Person through 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 Agreement. For purposes Agreement or any other Transaction Document to which it is a party, or by reason of this Sectionbreach of any representations or 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 judgment) in the case where the Owner Trustee, the Grantor Trust Trustee, the Certificate Paying Agent or the Indenture Trustee is seeking indemnification) or willful misconduct on the part of the indemnified party or breach of any Transaction Document by the indemnified party (which, in the event case of the termination Indenture Trustee, resulted from the Indenture Trustee’s negligence or willful misconduct)). Such indemnification shall include any amounts incurred by an indemnified party in connection with the enforcement of the rights and Servicer’s indemnification. (b) Notwithstanding anything contained herein to the contrary, the Servicer shall not be liable under this Agreement or any other 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 of AHFC for third-party claims made against a party. (c) Indemnification under this Section 6.2 by BAC (or any successor thereto pursuant thereto), as Servicer, with respect to Section 6.03) the period such Person was the Servicer, will survive the termination of such Person as Servicer pursuant to Section 7.01, or a resignation by such Person as 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive well as the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, any other party or the termination or assignment of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (d) Promptly after receipt by an indemnified party under this Section 6.2 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 6.2, 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 such action is brought against any indemnified party and it notifies the Servicer of the commencement thereof, the Servicer will be entitled to participate therein and, to 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 claim against the Servicer pursuant to this Section 6.2, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice 29 Sale and Servicing Agreement (BLAST 2024-3) 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 not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a 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 subject matter of such action and any related future claims. (e) The Issuer agrees to defend, indemnify and hold the Standby Servicer and any officers, managers, members, employees or agents of Standby Servicer harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees, and expenses (collectively, “Losses”) that the Standby Servicer may sustain under this Agreement in connection with claims asserted at any time against Standby Servicer arising out of this Agreement, unless such Losses are the result of the negligence, bad faith or misconduct of the Standby Servicer or any failure of the representations and warranties made by the Standby Servicer hereunder (or any Transaction Document), or in connection herewith to be true and correct in all material respects when made, or the breach of any Transaction Document by the Standby Servicer resulting from the Standby Servicer’s negligence or willful misconduct; provided, that such indemnities shall only be payable pursuant to Section 4.4 hereof of Section 5.4 of the Indenture. The indemnities in this Section 6.2(e) shall include reasonable and documented attorneys’ fees and expenses of external counsel in connection with the successful enforcement of the indemnification rights hereunder and shall survive the termination of this Agreement or the removal or resignation of the Standby Servicer.

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costscosts (including reasonable attorneys’ fees), expenses, losses, damages, claims and liabilities (liabilities, including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement by such Person of any indemnification or other obligation of the Servicer) Servicer (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. 48 (NAROT 2018-C Sale and Servicing Agreement) (b) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, and (ii) the Issuer from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, and the Trust, 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Indenture Trustee and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and (ii) hold harmless the Owner Trustee, the Indenture Trustee and the Trust from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee or the Trust 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such 53 (Nissan 2013-C Sale and Servicing Agreement) Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorneys' fees, that may be imposed on, incurred by or asserted against the Issuer, the Trustees, Indenture Trustee or the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer, the Indenture Trustee or the Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer, the Indenture Trustee or the Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Xxxxxx Xxx, Inc. (or any successor thereto pursuant to Section 6.034.03) as Servicer pursuant to Section 7.015.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.02. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the Servicer shall indemnify, defend and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through 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, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, Section 7.01 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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.

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. In this regard, the The Servicer shall indemnifypay for any loss, defend liability, claim or expense (including, without limitation, costs and hold harmless the Issuerexpenses of litigation and of investigation counsel fees, the Trusteesdamages, the Securityholders judgments and the Seller and any of the officersamounts paid in settlement) that may be imposed on, directors, employees and agents of incurred by or asserted against the Issuer, the Owner Trustee, Trustee or the Delaware Eligible Lender Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer, the Owner Trustee or the Eligible Lender Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer, the Owner Trustee or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC SLC (or any successor thereto pursuant to Section 6.034.3) as Servicer pursuant to Section 7.015.1, 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) successor servicer pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, Indenture Administrator or the Eligible Lender Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the Servicer shall indemnify, defend and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Trustee, the Securities Intermediary, and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of or 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, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or Trustee, the Securities Intermediary, and/or the Indenture Trustee, as the case may be, 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.

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. In this regard, the The Servicer shall indemnify, defend and hold harmless the Issuer, the TrusteesOwner Trustee, the Securityholders Trustee, the Depositor, the Certificateholders and the Seller Noteholders and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and or the Indenture Trustee (each, an “Indemnified Party”) Depositor from and against any and all costslosses, expenses, lossesclaims, damages, claims liabilities and liabilities reasonable costs and expenses (including any reasonable legal attorneys' fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (iiexpenses) to the extent that such costarising out of, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through through, the gross negligence, willful misfeasance or bad faith of the 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 or by reason of the reckless disregard of its obligations and duties under this Agreement or by reason of the reckless disregard of the obligations of any subservicer under any subservicing agreement, where the final determination that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, any such gross negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer or any subservicer, is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by virtue of an act of God, act of war, fires, earthquake or other natural disasters, to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon the sending of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. This provision shall not be construed to limit the Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement. For purposes The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee, the Depositor, the Certificateholders and the Noteholders or any of this Sectionthe officers, directors, employees and agents of the Issuer, the Owner Trustee, the Trustee or the Depositor from any and all losses, claims, damages, liabilities and reasonable costs and expenses (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 event release of any Receivable File from the custody of such subservicer or in connection with the termination of the rights and obligations servicing activities of AHFC (or such subservicer with respect to any successor thereto Receivable) whether pursuant to Section 6.03) as the terms of any subservicing agreement or otherwise. The Servicer pursuant shall indemnify, defend and hold harmless the Trustee, the Owner Trustee, the Trust, the Depositor, the Certificateholders and the Noteholders from and against any taxes that may at any time be asserted against the Trustee, the Trust, the Owner Trustee, the Certificateholders, the Noteholders or the Depositor (other than any taxes based upon the income of any such person), with respect to Section 7.01the transactions contemplated herein including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege, or a resignation by license taxes and costs and expenses in defending against the same. The Servicer shall indemnify, defend, and hold harmless the Owner Trustee and Trustee from and against all reasonable costs and 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, if any, except to the extent that such Servicer pursuant reasonable cost or expense, reasonable loss, claim, damage or liability: (a) shall be due to this Agreementthe willful misfeasance, such bad faith, or gross negligence (except for errors in judgment) of the Owner Trustee or Trustee; (b) relates to any tax other than the taxes with respect to which the Servicer shall be deemed required to be indemnify the Servicer pending appointment Owner Trustee or Trustee; or (c) shall arise from the Owner Trustee's or Trustee's breach of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance any of doubt, AHFC shall not be liable for any claims described its representations or warranties set forth in the first sentence of this Section which relate to a date Trust Agreement or period on or after the date on which AHFC is terminated or removed Indenture, as the Servicer or which are cause by a successor servicer. (b) applicable. Indemnification under this Section shall survive the resignation or and removal of the Trustee and the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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 interestAgreement.

Indemnities of Servicer. (a) The Servicer Each of the Servicer, the Issuer and the Grantor Trust shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by such Person under this Agreement and the representations made by the Servicer under this Agreement. In this regard, the herein: (a) The Servicer shall defend, indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity), the Grantor Trust Trustee (including in its individual capacity), the Indenture Trustee, the Standby Servicer, the Seller, the Issuer, the TrusteesGrantor Trust, the Securityholders Certificate Paying Agent, the Noteholders and the Seller and any of the their respective officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs (including reasonable legal fees and related costs), expenses, losses, claims, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of of, or was imposed upon any such Person through 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 Agreement. For purposes Agreement or any other Transaction Document to which it is a party, or by reason of this Sectionbreach of any representations or 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 judgment) in the case where the Owner Trustee, the Grantor Trust Trustee, the Certificate Paying Agent or the Indenture Trustee is seeking indemnification) or willful misconduct on the part of the indemnified party or breach of any Transaction Document by the indemnified party (which, in the event case of the termination Indenture Trustee, resulted from the Indenture Trustee’s negligence or willful misconduct)). Such indemnification shall include any amounts incurred by an indemnified party in connection with the enforcement of the rights Servicer’s indemnification. 28 Sale and Servicing Agreement (BLAST 2023-1) (b) Notwithstanding anything contained herein to the contrary, the Servicer shall not be liable under this Agreement or any other 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 of AHFC for third-party claims made against a party. (c) Indemnification under this Section 6.2 by BAC (or any successor thereto pursuant thereto), as Servicer, with respect to Section 6.03) the period such Person was the Servicer, will survive the termination of such Person as Servicer pursuant to Section 7.01, or a resignation by such Person as 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive well as the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, any other party or the termination or assignment of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (d) Promptly after receipt by an indemnified party under this Section 6.2 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 6.2, 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 such action is brought against any indemnified party and it notifies the Servicer of the commencement thereof, the Servicer will be entitled to participate therein and, to 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 claim against the Servicer pursuant to this Section 6.2, 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 not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a 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 subject matter of such action and any related future claims. (e) The Issuer agrees to defend, indemnify and hold the Standby Servicer and any officers, managers, members, employees or agents of Standby Servicer harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees, and expenses (collectively, “Losses”) that the Standby Servicer may sustain under this Agreement in connection with claims asserted at any time against Standby Servicer arising out of this Agreement, unless such Losses are the result of the negligence, bad faith or misconduct of the Standby Servicer or any failure of the representations and warranties made by the Standby Servicer hereunder (or any Transaction Document), or in connection herewith to be true and correct in all material respects when made, or the breach of any Transaction Document by the Standby Servicer resulting from the Standby Servicer’s negligence or willful misconduct; provided that such indemnities shall only be payable pursuant to Section 4.4 hereof of Section 5.4 of the Indenture. The indemnities in this Section 6.2(e) shall include reasonable and documented attorneys’ fees and expenses of external counsel in connection with the successful enforcement of the indemnification rights hereunder and shall survive the termination of this Agreement or the removal or resignation of the Standby Servicer.

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costscosts (including reasonable attorneys’ fees), expenses, losses, damages, claims and liabilities (liabilities, including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement by such Person of any indemnification or other obligation of the Servicer) Servicer (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, and (ii) the Issuer from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, and the Trust, 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this 47 (NAROT 2020-A Sale and Servicing Agreement) Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (a) The Servicer under this will compensate and indemnify the Indenture Trustee to the extent and subject to the conditions set forth in Section 6.7 of the Indenture. The Servicer will compensate and indemnify the Owner Trustee to the extent and subject to the conditions set forth in Section 8.1 and 8.2 of the Trust Agreement. In this regard, 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) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, the Noteholders, the Certificateholder and the Indenture Trustee (each, an “Indemnified Party”) Depositor from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and . (iic) to the extent that such cost, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties Indemnification under this Agreement or Section 5.2 by reason of reckless disregard of its obligations and duties under this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Servicer (or any successor thereto thereto) pursuant to Section 6.03) Sections 5.3 and 5.6, as Servicer, with respect to the period such Person was the Servicer, shall survive the termination of such Person as Servicer pursuant to Section 7.01, or a resignation by such Person as Servicer pursuant to this Agreement, such Servicer shall be deemed to be as well as the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence termination of this Section which relate to a date Agreement or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 5.2 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.

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. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorney's fees, that may be imposed on, incurred by or asserted against the Issuer, the TrusteesEligible Lender Trustee, the Securityholders and Indenture Trustee, the Seller and Seller, the Administrator, the holders of Certificates or the holders of Notes or any of the officers, directors, employees and agents of the Issuer, the Owner Eligible Lender Trustee, the Delaware Trustee and Indenture Trustee, the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with Administrator or the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) Seller to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or the Supplemental Sale and Servicing Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement or the Supplemental Sale and Servicing Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon any such Person through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes and other disasters) to satisfy its obligations under this Agreement or the Supplemental Sale and Servicing Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. This provision shall not be construed to limit the sovereign immunity of the Commonwealth of Pennsylvania (in the case of PHEAA) or the Servicer's or any other party's rights, obligations, liabilities, claims or defenses which arise as a matter of law or pursuant to any other provision of this Agreement. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC PHEAA or EFS (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01(a), or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the : (a) The Servicer shall indemnify, defend and hold harmless the IssuerIssuing Entity, the TrusteesOwner Trustee, the Securityholders Swap Counterparty, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller Depositor and any of the officers, directors, employees and agents of the IssuerIssuing Entity, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, reasonable and documented costs and expenses, and all other losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) 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 (ii) hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Swap Counterparty, the Depositor, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through through, the negligencewillful misfeasance, willful misfeasance or bad faith or negligence (except for errors in judgment) 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, in the event of the termination of the rights and obligations of AHFC World Omni (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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.

Indemnities of Servicer. (a) The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, and hereby agrees to the following:‌ (a) The Servicer shall will indemnify, defend and hold harmless the Issuer, the TrusteesGrantor Trust, the Securityholders and the Seller and any of the officers, directors, employees and agents of the IssuerGrantor Trust Trustee, the Owner Trustee, the Delaware Indenture Trustee and the Indenture Trustee (each, an “Indemnified Party”) Seller from and against any and all costs, expenses, losses, claims, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of of, or was imposed upon any such Person through 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 reckless disregard of its obligations and duties under this Agreement. For purposes of this Section, Agreement or any other Transaction Document to which it is a party. (b) The Servicer will compensate and indemnify the Owner Trustee and the Grantor Trust Trustee to the extent and subject to the conditions set forth in the event Sections 8.1 and 8.2 of the termination Trust Agreement or Sections 8.1 and 8.2 of the rights Grantor Trust Agreement, respectively. The Servicer will compensate and obligations indemnify the Indenture Trustee to the extent and subject to the conditions set forth in Section 6.7 of AHFC the Indenture, except to the extent that any cost, expense, loss, claim, damage or liability arises out of or is incurred in connection with the performance by the Indenture Trustee of the duties of a successor Servicer hereunder. (c) Indemnification under this Section 5.2 by the Bank (or any successor thereto pursuant to Section 6.03) 6.1), as Servicer, with respect to the period such Person was the Servicer, shall survive the termination of such Person as Servicer pursuant to Section 7.01, or a resignation by such Person as Servicer pursuant to as well as the termination or assignment of this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer (other than Trust Agreement and the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date Grantor Trust Agreement or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Grantor Trust Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement Trustee and shall 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, the Grantor Trust 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 promptly repay such amounts to the Servicer, without interest.

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. In this regard, the : (a) The Servicer shall indemnify, defend and hold harmless the IssuerIssuing Entity, the TrusteesOwner Trustee, [the Swap Counterparty,] the Indenture Trustee, the Securityholders Noteholders, the Certificateholders and the Seller Depositor and any of the officers, directors, employees and agents of the IssuerIssuing Entity, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, reasonable and documented costs and expenses, and all other losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) 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 (ii) hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, [the Swap Counterparty,] the Depositor, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through through, the negligencewillful misfeasance, willful misfeasance or bad faith or negligence (except for errors in judgment) 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, in the event of the termination of the rights and obligations of AHFC World Omni (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and the Trust 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.

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. In this regard, the The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Trust and the Indenture Trustee (each, an “Indemnified Party”) Certificateholders from and against any and all costs, expenses, losses, damages, claims claims, and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) 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 shall indemnify, defend and hold harmless the Trustee, the Trust and the Certificateholders from and against any and all costs, expenses, losses, damages, claims, and (ii) liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of of, or was imposed upon any such Person through through, the negligence, willful wilful 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, in the event of the termination of the rights and obligations of AHFC _________ (or any successor thereto pursuant to Section 6.038.03) as Servicer pursuant to Section 7.019.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.029.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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 recipient thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

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 as expressly provided under this Agreement. In this regardSection 6.02. (b) The Servicer shall indemnify the Note Issuer, the Servicer shall indemnifyNoteholders and the Certificateholders for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, losses, damages, payments, claims, costs or expenses of any kind whatsoever (collectively, “Losses”) that may be imposed on, incurred by or asserted against any such Person as a result of (i) the IssuerServicer’s willful misconduct or gross negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer’s willful misconduct or gross negligence relating to the maintenance and custody by the Servicer, as custodian, of the Transition Property Records) or (ii) the Servicer’s breach in any material respect of any of its representations or warranties in this Agreement; provided, however, that the Servicer shall not be liable for any Losses resulting from the willful misconduct or gross negligence of any such indemnified person; and, provided, further, that the Noteholders and the Certificateholders shall be entitled to enforce their rights and remedies against the Servicer under this Section 6.02(b) solely through a cause of action brought for their benefit by the Note Trustee or the Certificate Trustee, as the case may be; and; provided, further, that the Servicer shall not be liable for any Losses, regardless of when incurred, after the Notes and the Certificates have been paid in full, except as provided in Section 6.02(c). (c) The Servicer shall indemnify and hold harmless the Note Trustee, the TrusteesDelaware Trustee, the Securityholders Certificate Trustee, the Certificate Issuer and the Seller Agencies and any of the their respective affiliates, officials, officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, each an “Indemnified PartyPerson”) for, and defend and hold harmless each such Person from and against against, any and all costsLosses imposed on, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an or asserted against any of such Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) Persons as a result of: (i) arising out of the Servicer’s willful misconduct or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through the negligence, willful misfeasance or bad faith of the Servicer gross negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer’s willful misconduct or gross negligence relating to the maintenance and custody by reason the Servicer, as custodian, of reckless disregard the Transition Property Records) or (ii) the Servicer’s breach in any material respect of any of its obligations and duties representations or warranties in this Agreement; provided, however, that the Servicer shall not be liable for any Losses resulting from the willful misconduct or gross negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Servicer’s breach. The Servicer shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the written consent of the Servicer, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of its involvement in any action, proceeding or investigation, such Indemnified Person shall, if a claim for indemnification in respect thereof is to be made against the Servicer under this Section 6.02(c), notify the Servicer in writing of such involvement. Failure by an Indemnified Person to so notify the Servicer shall relieve the Servicer from the obligation to indemnify and hold harmless such Indemnified Person under this Section 6.02(c) only to the extent that the Servicer suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 6.02(c), the Servicer shall be entitled to assume the defense of any such action, proceeding or investigation. Upon assumption by the Servicer of the defense of any such action, proceeding or investigation, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel. The Servicer shall be entitled to appoint counsel of the Servicer’s choice at the Servicer’s expense to represent the Indemnified Person in any action, proceeding or investigation for which a claim of indemnification is made against the Servicer under this Section 6.02(c) (in which case the Servicer shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Person. Notwithstanding the Servicer’s election to appoint counsel to represent the Indemnified Person in an action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Servicer shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Servicer to represent the Indemnified Person would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Person and the Servicer and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Servicer, (iii) the Servicer shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action or (iv) the Servicer shall authorize the Indemnified Person to employ separate counsel at the expense of the Servicer. Notwithstanding the foregoing, the Servicer shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than local counsel. The Servicer will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6.02(c) (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding. (d) Indemnification under Sections 6.02(b) and 6.02(c) shall include reasonable fees and out-of-pocket expenses of investigation and litigation (including reasonable attorneys’ fees and expenses), except as otherwise provided in this Agreement. . (e) For purposes of this SectionSection 6.02(b) and 6.02(c), in the event of the termination of the rights and obligations of AHFC Boston Edison Company (or any successor thereto pursuant to Section 6.036.04) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (bf) Indemnification under The indemnities contained in this Section 6.02 shall survive the resignation registration or removal termination of the Owner Note Trustee, the Certificate Trustee or the Delaware Trustee or the Indenture Trustee, as the case may be, 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 interestAgreement.

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 as expressly provided under this Agreement. In this regard, the Section 6.02. (b) The Servicer shall indemnifyindemnify the Bond Issuer and the Bondholders for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, losses, damages, payments, claims, costs or expenses of any kind whatsoever (collectively, “Losses”) that may be imposed on, incurred by or asserted against any such Person as a result of (i) the IssuerServicer’s willful misconduct or negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer’s willful misconduct or negligence relating to the maintenance and custody by the Servicer, as custodian, of the Phase-In-Recovery Property Records) or (ii) the Servicer’s breach in any material respect of any of its representations or warranties in this Agreement; provided, however, that the Servicer shall not be liable for any Losses resulting from the willful misconduct or gross negligence of any such indemnified person; and, provided, further, that the Bondholders shall be entitled to enforce their rights and remedies against the Servicer under this Section 6.02(b) solely through a cause of action brought for their benefit by the Bond Trustee; and; provided, further, that the Servicer shall not be liable for any Losses, regardless of when incurred, after the Bonds and all other Financing Costs have been paid in full, except as provided in Section 6.02(c). (c) The Servicer shall indemnify and hold harmless the Bond Trustee, the TrusteesDelaware Trustee, the Securityholders Certificate Trustee and the Seller Certificate Issuer and any of the their respective affiliates, officials, officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, each an “Indemnified PartyPerson”) for, and defend and hold harmless each such Person from and against against, any and all costsLosses imposed on, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an or asserted against any of such Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) Persons as a result of: (i) arising out of the Servicer’s willful misconduct or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through the negligence, willful misfeasance or bad faith of the Servicer negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer’s willful misconduct or negligence relating to the maintenance and custody by reason the Servicer, as custodian, of reckless disregard the Phase-In-Recovery Property Records) or (ii) the Servicer’s breach in any material respect of any of its obligations and duties representations or warranties in this Agreement; provided, however, that the Servicer shall not be liable for any Losses resulting from the willful misconduct or negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Servicer’s breach. The Servicer shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the written consent of the Servicer, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of its involvement in any action, proceeding or investigation, such Indemnified Person shall, if a claim for indemnification in respect thereof is to be made against the Servicer under this Section 6.02(c), notify the Servicer in writing of such involvement. Failure by an Indemnified Person to so notify the Servicer shall relieve the Servicer from the obligation to indemnify and hold harmless such Indemnified Person under this Section 6.02(c) only to the extent that the Servicer suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 6.02(c), the Servicer shall be entitled to assume the defense of any such action, proceeding or investigation. Upon assumption by the Servicer of the defense of any such action, proceeding or investigation, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel. The Servicer shall be entitled to appoint counsel of the Servicer’s choice at the Servicer’s expense to represent the Indemnified Person in any action, proceeding or investigation for which a claim of indemnification is made against the Servicer under this Section 6.02(c) (in which case the Servicer shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Person. Notwithstanding the Servicer’s election to appoint counsel to represent the Indemnified Person in an action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Servicer shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Servicer to represent the Indemnified Person would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Person and the Servicer and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Servicer, (iii) the Servicer shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action or (iv) the Servicer shall authorize the Indemnified Person to employ separate counsel at the expense of the Servicer. Notwithstanding the foregoing, the Servicer shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than local counsel. The Servicer will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6.02(c) (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding. (d) Indemnification under Sections 6.02(b) and 6.02(c) shall include reasonable fees and out-of-pocket expenses of investigation and litigation (including reasonable attorneys’ fees and expenses), except as otherwise provided in this Agreement. . (e) For purposes of this SectionSection 6.02(b) and 6.02(c), in the event of the termination of the rights and obligations of AHFC The Cleveland Electric Illuminating Company (or any successor thereto pursuant to Section 6.036.04) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (bf) Indemnification The initial Servicer shall indemnify the Bond Trustee and, as to the Bond Issuer’s allocable portion only, the Delaware Trustee and the Certificate Trustee for all due and unpaid compensation, expenses and indemnity amounts (owed by the Bond Issuer to such trustee under, and to the extent set forth in, Section 6.07 of the Bond Indenture, Sections 1 through 4 of the Fee and Indemnity Agreement and any applicable provisions of the other applicable Basic Documents) that exceed the Cap. The Servicer’s indemnity obligation under this Section 6.02(f) shall continue as an obligation of The Cleveland Electric Illuminating Company, as the initial Servicer under this Agreement, in the event a successor servicer is appointed pursuant to Section 7.02. (g) The indemnification obligations of the Servicer contained in this Section 6.02 shall survive the resignation or removal of the Owner Bond Trustee, the Delaware Certificate Trustee or the Indenture Trustee, as the case may be, Delaware Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If or 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 interestother applicable Basic Documents.

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, and the Indenture Trustee (each, an “Indemnified Party”) Issuer from and against any and all costscosts (including reasonable attorneys’ fees), expenses, losses, damages, claims and liabilities (liabilities, including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement by such Person of any indemnification or other obligation of the Servicer) Servicer (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Issuer) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, and (ii) the Issuer from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, and the Issuer, 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Indenture Trustee and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and (ii) hold harmless the Owner Trustee, the Indenture Trustee and the Trust from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee or the Trust 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of 55 (Nissan 2015-B Sale and Servicing Agreement) Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless the Issuerliability or expense, the Trusteesincluding reasonable attorneys' fees, the Securityholders and the Seller and any of the officersthat may be imposed on, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with or asserted against the enforcement of any indemnification Issuer or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation Eligible Lender Trustee by the Servicer or any Affiliate thereof of a Financed VehicleDepartment pursuant to the Higher Education Act, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer or the Eligible Lender Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Sallie Mae Servicing L.P. (or any successor thereto pursuant to Section 6.03Sectixx 0.0) as xx Servicer pursuant to Section 7.015.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.2. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Eligible Lender Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Trust and the Indenture Trustee (each, an “Indemnified Party”) Certificateholders from and against any and all costs, expenses, losses, damages, claims claims, and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) 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 shall indemnify, defend and hold harmless the Trustee, the Trust and the Certificateholders from and against any and all costs, expenses, losses, damages, claims, and (ii) liabilities to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of of, or was imposed upon any such Person through 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, in the event of the termination of the rights and obligations of AHFC _________ (or any successor thereto pursuant to Section 6.038.03) as Servicer pursuant to Section 7.019.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.029.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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 recipient thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, the Trust, the Certificateholders and the Indenture Trustee (each, an “Indemnified Party”) Noteholders from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and (ii) hold harmless the Owner Trustee, the Indenture Trustee, the Trust, the Certificateholders and the Noteholders from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, the Trust, the Certificateholders or the Noteholders 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, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (bc) Indemnification under this The Servicer shall compensate, reimburse and indemnify, and defend and hold harmless the Owner Trustee and the Indenture Trustee from and against all Damages as provided in Section 6.07 of the Indenture and Sections 7.01(e), 8.01, 8.02 and 11.12 of the Amended and Restated Trust Agreement and as 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 Damage: (i) shall survive be due to the resignation willful misfeasance, bad faith, or removal negligence (except for errors in judgment) of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which the Seller shall be required to indemnify the Owner Trustee or the Indenture Trustee; (iii) shall arise from the breach by the Owner Trustee or the Indenture Trustee of any of their respective representations or warranties set forth in the Basic Documents; (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee and as to which such Person has received payment of indemnity from the Seller; or (v) shall arise out of or be incurred in connection with the performance by the Indenture Trustee of the duties of Successor Servicer hereunder. Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this paragraph, an “Indemnified Party”) 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 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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 as expressly provided under this Agreement. In this regard, the Section 6.02. (b) The Servicer shall indemnifyindemnify the Bond Issuer and the Bondholders for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, losses, damages, payments, claims, costs or expenses of any kind whatsoever (collectively, “Losses”) that may be imposed on, incurred by or asserted against any such Person as a result of (i) the IssuerServicer’s willful misconduct or negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer’s willful misconduct or negligence relating to the maintenance and custody by the Servicer, as custodian, of the Phase-In-Recovery Property Records) or (ii) the Servicer’s breach in any material respect of any of its representations or warranties in this Agreement; provided, however, that the Servicer shall not be liable for any Losses resulting from the willful misconduct or gross negligence of any such indemnified person; and, provided, further, that the Bondholders shall be entitled to enforce their rights and remedies against the Servicer under this Section 6.02(b) solely through a cause of action brought for their benefit by the Bond Trustee; and; provided, further, that the Servicer shall not be liable for any Losses, regardless of when incurred, after the Bonds and all other Financing Costs have been paid in full, except as provided in Section 6.02(c). (c) The Servicer shall indemnify and hold harmless the Bond Trustee, the TrusteesDelaware Trustee, the Securityholders Certificate Trustee and the Seller Certificate Issuer and any of the their respective affiliates, officials, officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, each an “Indemnified PartyPerson”) for, and defend and hold harmless each such Person from and against against, any and all costsLosses imposed on, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an or asserted against any of such Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) Persons as a result of: (i) arising out of the Servicer’s willful misconduct or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through the negligence, willful misfeasance or bad faith of the Servicer negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer’s willful misconduct or negligence relating to the maintenance and custody by reason the Servicer, as custodian, of reckless disregard the Phase-In-Recovery Property Records) or (ii) the Servicer’s breach in any material respect of any of its obligations and duties representations or warranties in this Agreement; provided, however, that the Servicer shall not be liable for any Losses resulting from the willful misconduct or negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Servicer’s breach. The Servicer shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the written consent of the Servicer, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of its involvement in any action, proceeding or investigation, such Indemnified Person shall, if a claim for indemnification in respect thereof is to be made against the Servicer under this Section 6.02(c), notify the Servicer in writing of such involvement. Failure by an Indemnified Person to so notify the Servicer shall relieve the Servicer from the obligation to indemnify and hold harmless such Indemnified Person under this Section 6.02(c) only to the extent that the Servicer suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 6.02(c), the Servicer shall be entitled to assume the defense of any such action, proceeding or investigation. Upon assumption by the Servicer of the defense of any such action, proceeding or investigation, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel. The Servicer shall be entitled to appoint counsel of the Servicer’s choice at the Servicer’s expense to represent the Indemnified Person in any action, proceeding or investigation for which a claim of indemnification is made against the Servicer under this Section 6.02(c) (in which case the Servicer shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Person. Notwithstanding the Servicer’s election to appoint counsel to represent the Indemnified Person in an action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Servicer shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Servicer to represent the Indemnified Person would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Person and the Servicer and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Servicer, (iii) the Servicer shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action or (iv) the Servicer shall authorize the Indemnified Person to employ separate counsel at the expense of the Servicer. Notwithstanding the foregoing, the Servicer shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than local counsel. The Servicer will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6.02(c) (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding. (d) Indemnification under Sections 6.02(b) and 6.02(c) shall include reasonable fees and out-of-pocket expenses of investigation and litigation (including reasonable attorneys’ fees and expenses), except as otherwise provided in this Agreement. . (e) For purposes of this SectionSection 6.02(b) and 6.02(c), in the event of the termination of the rights and obligations of AHFC [The Cleveland Electric Illuminating Company][Ohio Edison Company][The Toledo Edison Company] (or any successor thereto pursuant to Section 6.036.04) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (bf) Indemnification The initial Servicer shall indemnify the Bond Trustee and, as to the Bond Issuer’s allocable portion only, the Delaware Trustee and the Certificate Trustee for all due and unpaid compensation, expenses and indemnity amounts (owed by the Bond Issuer to such trustee under, and to the extent set forth in, Section 6.07 of the Bond Indenture, Sections 1 through 4 of the Fee and Indemnity Agreement and any applicable provisions of the other applicable Basic Documents) that exceed the Cap. The Servicer’s indemnity obligation under this Section 6.02(f) shall continue as an obligation of [CEI] [OE] [TE], as the initial Servicer under this Agreement, in the event a successor servicer is appointed pursuant to Section 7.02. (g) The indemnification obligations of the Servicer contained in this Section 6.02 shall survive the resignation or removal of the Owner Bond Trustee, the Delaware Certificate Trustee or the Indenture Trustee, as the case may be, Delaware Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If or 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 interestother applicable Basic Documents.

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and Indenture Trustee, [and] the Indenture Trustee (eachTrust, an “Indemnified Party”) [the [Swap Counterparty][Cap Provider],] from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and (ii) hold harmless the Owner Trustee, the Indenture Trustee, [the [Swap Counterparty][Cap Provider],] and the Issuer from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, [the [Swap Counterparty][Cap Provider]] and the Trust, 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). 49 (Nissan 20[ ]-[ ] Sale and Servicing Agreement) Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Indenture Trustee and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and (ii) hold harmless the Owner Trustee, the Indenture Trustee and the Trust from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee or the Trust 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 Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement Trustee and shall include reasonable fees and 54 (Nissan 2015-A Sale and Servicing Agreement) expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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. In this regard, the : (a) The Servicer shall indemnify, defend and hold harmless the IssuerIssuing Entity, [the Grantor Trust, the TrusteesGrantor Trust Trustee,] the Owner Trustee, [the Swap Counterparty,] the Indenture Trustee, the Securityholders Noteholders, the Certificateholders and the Seller Depositor and any of the officers, directors, employees and agents of the IssuerIssuing Entity, [the Grantor Trust, the Grantor Trust Trustee,] the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, reasonable and documented costs and expenses, and all other losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) 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 (ii) hold harmless the Issuing Entity, [the Grantor Trust, the Grantor Trust Trustee,] the Owner Trustee, the Indenture Trustee, [the Swap Counterparty,] the Depositor, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of the Issuing Entity, [the Grantor Trust, the Grantor Trust Trustee,] the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through through, the negligencewillful misconduct, willful misfeasance or bad faith or negligence (except for errors in judgment) 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, in the event of the termination of the rights and obligations of AHFC World Omni (or any successor thereto pursuant to Section 6.037.03) as Servicer pursuant to Section 7.018.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.028.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee[, the Delaware Grantor Trust Trustee] or the Indenture Trustee or the Indenture Trustee, as the case may be, termination or the termination assignment of this Agreement[, the Grantor Trust Agreement] and the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationlitigation (including without limitation 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 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.

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. In this regard, the The Servicer shall indemnifypay for any loss, defend and hold harmless liability or expense, including reasonable attorneys’ fees, that may be imposed on, incurred by or asserted against the Issuer, the Trustees, Indenture Trustee or the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage liability or liability expense arose out of of, or was imposed upon any such Person through the Issuer, the Indenture Trustee or the Trustee through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its obligations and duties under this Agreement or by reason of the reckless disregard of its obligations and duties under this Agreement, where the final determination that any such loss, liability or expense arose out of, or was imposed upon the Issuer, the Indenture Trustee or the Trustee through, any such negligence, willful misfeasance, bad faith or recklessness on the part of the Servicer is established by a court of law, by an arbitrator or by way of settlement agreed to by the Servicer. Notwithstanding the foregoing, if the Servicer is rendered unable, in whole or in part, by a force outside the control of the parties hereto (including acts of God, acts of war, fires, earthquakes, hurricanes, floods and other disasters) to satisfy its obligations under this Agreement, the Servicer shall not be deemed to have breached any such obligation upon delivery of written notice of such event to the other parties hereto, for so long as the Servicer remains unable to perform such obligation as a result of such event. For purposes of this Section, in the event of the termination of the rights and obligations of AHFC Sxxxxx Mxx, Inc. (or any successor thereto pursuant to Section 6.034.03) as Servicer pursuant to Section 7.015.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.025.02. For the avoidance Liability of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, and the Indenture Trustee (each, an “Indemnified Party”) Trust from and against any and all costscosts (including reasonable attorneys’ fees), expenses, losses, damages, claims and liabilities (liabilities, including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement by such Person of any indemnification or other obligation of the Servicer) Servicer (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, and (ii) the Issuer from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, and the Trust, 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 47 (NAROT 2019-B Sale and Servicing Agreement) Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this Sectionparagraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the event Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of the rights and obligations of AHFC (this Agreement or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner TrusteeServicer, the Delaware Owner Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

Indemnities of Servicer. (a) The Servicer Each of the Servicer, the Issuer and the Grantor Trust shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by such Person under this Agreement and the representations made by the Servicer under this Agreement. In this regard, the herein: (a) The Servicer shall defend, indemnify, defend and hold harmless the Owner Trustee (including in its individual capacity), the Grantor Trust Trustee (including in its individual capacity), the Indenture Trustee, the Standby Servicer, the Seller, the Issuer, the TrusteesGrantor Trust, the Securityholders Certificate Paying Agent, the Noteholders and the Seller and any of the their respective officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs (including reasonable legal fees and related costs), expenses, losses, claims, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of of, or was imposed upon any such Person through 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 Agreement. For purposes Agreement or any other Transaction Document to which it is a party, or by reason of this Sectionbreach of any representations or 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 judgment) in the case where the Owner Trustee, the Grantor Trust Trustee, the Certificate Paying Agent or the Indenture Trustee is seeking indemnification) or willful misconduct on the part of the indemnified party or breach of any Transaction Document by the indemnified party (which, in the event case of the termination Indenture Trustee, resulted from the Indenture Trustee’s negligence or willful misconduct)). Such indemnification shall include any amounts incurred by an indemnified party in connection with the enforcement of the rights and Servicer’s indemnification. (b) Notwithstanding anything contained herein to the contrary, the Servicer shall not be liable under this Agreement or any other 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 of AHFC for third-party claims made against a party. (c) Indemnification under this Section 6.2 by BAC (or any successor thereto pursuant thereto), as Servicer, with respect to Section 6.03) the period such Person was the Servicer, will survive the termination of such Person as Servicer pursuant to Section 7.01, or a resignation by such Person as 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive well as the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, any other party or the termination or assignment of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. (d) Promptly after receipt by an indemnified party under this Section 6.2 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 6.2, 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 such action is brought against any indemnified party and it notifies the Servicer of the commencement thereof, the Servicer will be entitled to participate therein and, to 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 claim against the Servicer pursuant to this Section 6.2, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice 29 Sale and Servicing Agreement (BLAST 2024-2) 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 not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a 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 subject matter of such action and any related future claims. (e) The Issuer agrees to defend, indemnify and hold the Standby Servicer and any officers, managers, members, employees or agents of Standby Servicer harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees, and expenses (collectively, “Losses”) that the Standby Servicer may sustain under this Agreement in connection with claims asserted at any time against Standby Servicer arising out of this Agreement, unless such Losses are the result of the negligence, bad faith or misconduct of the Standby Servicer or any failure of the representations and warranties made by the Standby Servicer hereunder (or any Transaction Document), or in connection herewith to be true and correct in all material respects when made, or the breach of any Transaction Document by the Standby Servicer resulting from the Standby Servicer’s negligence or willful misconduct; provided, that such indemnities shall only be payable pursuant to Section 4.4 hereof of Section 5.4 of the Indenture. The indemnities in this Section 6.2(e) shall include reasonable and documented attorneys’ fees and expenses of external counsel in connection with the successful enforcement of the indemnification rights hereunder and shall survive the termination of this Agreement or the removal or resignation of the Standby Servicer.

Indemnities of Servicer. (a) The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. In this regard, and hereby agrees to the following: (a) The Servicer shall will indemnify, defend and hold harmless the IssuerIssuing Entity, [the Grantor Trust,] the Owner Trustee, [the Grantor Trust Trustee,] the Indenture Trustee, the TrusteesCollateral Custodian, [the Securityholders Backup Servicer] and the Seller and any of the their respective officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs (including reasonable legal fees and related costs), expenses, losses, claims, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage damage, or liability arose out of of, or was imposed upon any such Person through 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 Agreement. For purposes Agreement or any other Transaction Document to which it is a party, or by reason of this Sectionbreach of any representations or 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 judgment) in the event case where the Owner Trustee, [Grantor Trust Trustee,] Indenture Trustee or Collateral Custodian is seeking indemnification) or willful misconduct on the part of the termination indemnified party or breach of any Transaction Document by the rights and indemnified party). (b) Notwithstanding anything contained herein to the contrary, the Servicer shall not be liable under this Agreement or any other 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 of AHFC for third-party claims made against a party. (c) Indemnification under this Section 4.2 by the Initial Servicer (or any successor thereto pursuant to Section 6.03) 5.1), as Servicer, with respect to the period such Person was the Servicer, will survive the termination of such Person as Servicer pursuant to Section 7.01, or a resignation by such Person as 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive well as the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, any other party or the termination or assignment of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigationAgreement. 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. [If the Backup Servicer becomes the Servicer, the Backup Servicer shall continue to have the benefit of this Section 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 light of the 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 Receivables”, in each case as set forth in (i) the Registration Statement at the time of first effectiveness on [ ], 2020, (ii) the Preliminary Prospectus, [(iii) each Free Writing Prospectus identified on Schedule 2,] and (iv) the Prospectus, and (2) any untrue statement of 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 subsection (d) above, 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 such action is brought against any indemnified party and it notifies the Servicer of the commencement thereof, the Servicer will be entitled to participate therein and, to 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 claim against the Servicer pursuant to subsection (d) above, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the 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 there may be one or more legal defenses available which are different from or additional to those available to the Servicer, 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 legal expenses incurred by the indemnified party having separate counsel, as incurred. The Servicer shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a 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 subject matter of such action and any related future claims.

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 as expressly provided under this Agreement. In this regardSection 6.02. (b) The Servicer shall indemnify the Note Issuer, the Servicer shall indemnifyNoteholders and the Certificateholders for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, losses, damages, payments, claims, costs or expenses of any kind whatsoever (collectively, “Losses”) that may be imposed on, incurred by or asserted against any such Person as a result of (i) the IssuerServicer’s willful misconduct or gross negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer’s willful misconduct or gross negligence relating to the maintenance and custody by the Servicer, as custodian, of the Transition Property Records) or (ii) the Servicer’s breach in any material respect of any of its representations or warranties in this Agreement; provided, however, that the Servicer shall not be liable for any Losses resulting from the willful misconduct or gross negligence of any such indemnified person; and, provided, further, that the Noteholders and the Certificateholders shall be entitled to enforce their rights and remedies against the Servicer under this Section 6.02(b) solely through a cause of action brought for their benefit by the Note Trustee or the Certificate Trustee, as the case may be; and; provided, further, that the Servicer shall not be liable for any Losses, regardless of when incurred, after the Notes and the Certificates have been paid in full, except as provided in Section 6.02(c). (c) The Servicer shall indemnify and hold harmless the Note Trustee, the TrusteesDelaware Trustee, the Securityholders Certificate Trustee, the Certificate Issuer and the Seller Agencies and any of the their respective affiliates, officials, officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, each an “Indemnified PartyPerson”) for, and defend and hold harmless each such Person from and against against, any and all costsLosses imposed on, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an or asserted against any of such Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) Persons as a result of: (i) arising out of the Servicer’s willful misconduct or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of or was imposed upon any such Person through the negligence, willful misfeasance or bad faith of the Servicer gross negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer’s willful misconduct or gross negligence relating to the maintenance and custody by reason the Servicer, as custodian, of reckless disregard the Transition Property Records) or (ii) the Servicer’s breach in any material respect of any of its obligations and duties representations or warranties in this Agreement; provided, however, that the Servicer shall not be liable for any Losses resulting from the willful misconduct or gross negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Servicer’s breach. The Servicer shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the written consent of the Servicer, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of its involvement in any action, proceeding or investigation, such Indemnified Person shall, if a claim for indemnification in respect thereof is to be made against the Servicer under this Section 6.02(c), notify the Servicer in writing of such involvement. Failure by an Indemnified Person to so notify the Servicer shall relieve the Servicer from the obligation to indemnify and hold harmless such Indemnified Person under this Section 6.02(c) only to the extent that the Servicer suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 6.02(c), the Servicer shall be entitled to assume the defense of any such action, proceeding or investigation. Upon assumption by the Servicer of the defense of any such action, proceeding or investigation, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel. The Servicer shall be entitled to appoint counsel of the Servicer’s choice at the Servicer’s expense to represent the Indemnified Person in any action, proceeding or investigation for which a claim of indemnification is made against the Servicer under this Section 6.02(c) (in which case the Servicer shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Person. Notwithstanding the Servicer’s election to appoint counsel to represent the Indemnified Person in an action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Servicer shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Servicer to represent the Indemnified Person would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Person and the Servicer and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Servicer, (iii) the Servicer shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action or (iv) the Servicer shall authorize the Indemnified Person to employ separate counsel at the expense of the Servicer. Notwithstanding the foregoing, the Servicer shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than local counsel. The Servicer will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6.02(c) (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding. (d) Indemnification under Sections 6.02(b) and 6.02(c) shall include reasonable fees and out-of-pocket expenses of investigation and litigation (including reasonable attorneys’ fees and expenses), except as otherwise provided in this Agreement. . (e) For purposes of this SectionSection 6.02(b) and 6.02(c), in the event of the termination of the rights and obligations of AHFC Commonwealth Electric Company (or any successor thereto pursuant to Section 6.036.04) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (bf) Indemnification under The indemnities contained in this Section 6.02 shall survive the resignation registration or removal termination of the Owner Note Trustee, the Certificate Trustee or the Delaware Trustee or the Indenture Trustee, as the case may be, 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 interestAgreement.

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. In this regard, the Servicer shall indemnify, defend and hold harmless the Issuer, the Trustees, the Securityholders and the Seller Transferor and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee (each, an “Indemnified Party”) from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of of, or was imposed upon any such Person through 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, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, 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.

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. In this regard, the : (a) The Servicer shall indemnifydefend, defend indemnify and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee Indenture Trustee, the Trust, the Certificateholders[, the Swap Counterparty] and the Indenture Trustee (each, an “Indemnified Party”) Noteholders from and against any and all costs, expenses, losses, damages, claims and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party in connection with the enforcement of any indemnification or other obligation of the Servicer) (icollectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of its Affiliates (other than the Trust) of a Financed Vehicle. (b) The Servicer shall indemnify, defend and (ii) hold harmless the Owner Trustee, the Indenture Trustee, the Trust[, the Swap Counterparty], the Certificateholders and the Noteholders from and against any and all Damages to the extent that such cost, expense, loss, claim, damage or liability Damage arose out of of, or was imposed upon any such Person upon, the Owner Trustee, the Indenture Trustee, the Trust[, the Swap Counterparty], the Certificateholders or the Noteholders 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, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, 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 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer. (bc) Indemnification under this Section The Servicer shall survive indemnify, defend and hold harmless the resignation Owner Trustee and the Indenture Trustee from and against all Damages arising out of or removal incurred in connection with the acceptance or performance of the trusts and duties herein contained, except to the extent that such Damage: (i) shall be due to the willful misfeasance, bad faith, or negligence (except for errors in judgment) of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be; (ii) relates to any tax other than the taxes with respect to which the Seller shall be required to indemnify the Owner Trustee or the Indenture Trustee; (iii) shall arise from the breach by the Owner Trustee or the Indenture Trustee of any of their respective representations or warranties set forth in the Basic Documents; (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee and as to which such Person has received payment of indemnity from the Seller; or (v) shall arise out of or be incurred in connection with the performance by the Indenture Trustee of the duties of Successor Servicer hereunder. Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this paragraph, an “Indemnified Party”) 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 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner 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 7.02 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 interestinterest (except to the extent received by such Person). Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was 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 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).