Common use of Indemnities of Servicer Clause in Contracts

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (a) The Servicer shall defend, indemnify and hold harmless the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) the use, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same; (iii) 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement., and hereby agrees to the following: (a) The Servicer shall defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) Depositor from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof of any of the a Financed Equipment;Vehicle. (iib) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Depositor and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Basic Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other state income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Basic Documents) and costs and expenses in defending against the same;. (iiic) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Depositor 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement or any other Basic Document to which it is a party, or by reason of reckless disregard of its obligations and duties under this Agreement; and (iv) the Seller’s Agreement or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notesany other Basic Document to which it is a party. (bd) The Servicer shall indemnify, defend defend, and hold harmless the Owner Trustee and the Indenture Trustee (and their respective officersTrustee, directorsas applicable, employees and agents) from and against all costs, expenses, losses, claims, damages damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and, and in the case of the Trusteeother Basic Documents, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture containedif any, except to the extent that such cost, expense, loss, claim, damage damage, or liability: : (i) shall be due to the willful misfeasance, bad faith faith, or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee Trustee, as applicable; or (ii) in the case of the Owner Trustee, shall arise from the Owner Trustee's breach by the Trustee of any of its representations or warranties set forth in Section 7.3 6.9 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part Agreement or, in the case of the Trust Estate. (d) The Servicer shall pay Indenture Trustee, from the Indenture Trustee and Trustee's breach of any of its representations or warranties set forth in the Trustee from time to time reasonable compensation for all services rendered Indenture; or (iii) in the case of the Indenture Trustee, shall arise out of or be incurred in connection with the performance by the Indenture Trustee under of the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation duties of a trustee of an express trust)Successor Servicer hereunder. (e) The Servicer shallIndemnification under this Section 6.2 by the Bank (or any successor thereto pursuant to Section 7.2) as Servicer, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable respect to the Indenture Trustee’s or period such Person was the Trustee’sServicer, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of shall survive the termination of the rights and obligations of the such Person as Servicer pursuant to Section 8.1, or a resignation by such Person as Servicer as well as the Servicer pursuant to termination of this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (a) The Servicer shall defend, indemnify and hold harmless the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) the use, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same; (iii) 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. Notwithstanding anything herein to the contrary, Sections 7.2(a)(ii), (a)(iv), (b), (c), (d) and (e) shall not apply to the Backup Servicer in its capacity as Successor Servicer. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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. The Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement., and hereby agrees to the following: (a) The Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Noteholders, the Certificateholders ) and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of any of the a Financed Equipment;Vehicle. (iib) The Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Transaction Documents) and costs and expenses in defending against the same;. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be payable (i) to the Indenture Trustee and the Owner Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available Funds available therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer. (iiic) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Seller 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; and (iv) provided, however, that the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all will not indemnify for any costs, expenses, losses, claims, damages and or liabilities arising out from its breach of or incurred in connection with any covenant for which the acceptance or performance purchase of the trusts affected Receivables is specified as the sole remedy pursuant to Section 3.6. (d) The Issuer or, if applicable, the Servicer will compensate and indemnify the Indenture Trustee (including when performing its duties herein and, as Relevant Trustee) and the Owner Trustee to the extent and subject to the conditions set forth in the case Section 6.7 of the Trustee, in Indenture and Section 8.2 of the Trust Agreement containedAgreement, andas applicable, in the case of except, with respect to the Indenture Trustee, in the Indenture contained, except to the extent that such any cost, expense, loss, claim, damage or liability: (i) shall be due to liability arises out of or is incurred in connection with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered performance by the Indenture Trustee under of the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation duties of a trustee of an express trust)Successor Servicer hereunder. (e) The Servicer shall, except as otherwise expressly provided in the Indenture Indemnification under this Section 6.2 by Santander Consumer (or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer successor thereto pursuant to Section 8.17.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination or assignment of such Person as Servicer or a resignation by such Person as Servicer as well as the Servicer pursuant to termination or assignment of this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement (including when performing its duties as Relevant Trustee) and the Indenture and shall will include reasonable fees and expenses of counsel and expenses of litigation. If either the Issuer or the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicersuch party, without interest.

Indemnities of Servicer. The Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement., and hereby agrees to the following: (a) The Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Noteholders, the Certificateholders ) and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of any of the a Financed Equipment;Vehicle. (iib) The Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Transaction Documents) and costs and expenses in defending against the same;. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be payable (i) to the Indenture Trustee and the Owner Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available Funds available therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer. (iiic) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Seller 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; and (iv) provided, however, that the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all will not indemnify for any costs, expenses, losses, claims, damages and or liabilities arising out from its breach of or incurred in connection with any covenant for which the acceptance or performance purchase of the trusts affected Receivables is specified as the sole remedy pursuant to Section 3.6. (d) The Issuer or, if applicable, the Servicer will compensate and indemnify the Indenture Trustee (including when performing its duties herein and, as Relevant Trustee) and the Owner Trustee to the extent and subject to the conditions set forth in the case Section 6.7 of the Trustee, in Indenture and Section 8.2 of the Trust Agreement containedAgreement, andas applicable, in the case of except, with respect to the Indenture Trustee, in the Indenture contained, except to the extent that such any cost, expense, loss, claim, damage or liability: (i) shall be due to liability arises out of or is incurred in connection with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered performance by the Indenture Trustee under of the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation duties of a trustee of an express trust)successor Servicer hereunder. (e) The Servicer shall, except as otherwise expressly provided in the Indenture Indemnification under this Section 6.2 by Santander Consumer (or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer successor thereto pursuant to Section 8.17.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination or assignment of such Person as Servicer or a resignation by such Person as Servicer as well as the Servicer pursuant to termination or assignment of this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement (including when performing its duties as Relevant Trustee) and the Indenture and shall will include reasonable fees and expenses of counsel and expenses of litigation. If either the Issuer or the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicersuch party, without interest.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the representations made by the Servicer under this Agreement. (a) The Servicer shall defendindemnify, indemnify defend and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders Securityholders and the Seller (Depositor and any of their the officers, directors, employees and agents) agents of the Issuer, the Depositor, the Owner Trustee and the Indenture Trustee from and against any and all reasonable and duly documented costs, expenses, losses, damages, claims and liabilities, liabilities arising out of or resulting from: (i) 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 Financed Equipment;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 Person parties with respect to the transactions contemplated hereinin this Agreement, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) taxes, including franchise taxes), and any reasonable costs and expenses in defending against the same;. (iiic) 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, 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the BMW FS (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.18.02, or a the resignation by the such Servicer pursuant to this Agreement, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 8.28.03. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee Servicer or the termination of this AgreementAgreement with respect to acts of the Servicer prior thereto, the Trust Agreement and the Indenture 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. The Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement., and hereby agrees to the following: (a) The Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Noteholders, the Certificateholders ) and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of any of the a Financed Equipment;Vehicle. (iib) The Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Transaction Documents) and costs and expenses in defending against the same; (iii) . For the negligenceavoidance of doubt, 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all will not indemnify for any costs, expenses, losses, claims, damages and or liabilities arising out of or incurred in connection with due to the acceptance or performance credit risk of the trusts Obligors and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to the extent that such cost, expense, loss, claim, damage or liability: this Section 6.2(b) shall be payable (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Owner Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, 4.4(a) hereof or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal 5.4(b) of the Trustee or Indenture, as applicable (to the Indenture Trustee or extent of Available Funds available therefor), and, to the termination of this Agreementextent not paid thereunder, the Trust Agreement and the Indenture 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 by the Servicer, without interestand (ii) to the Issuer by the Servicer.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the representations made by the Servicer under this Agreement. (a) The Servicer shall defendindemnify, indemnify defend and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders Securityholders and the Seller (Depositor and any of their the officers, directors, employees and agents) agents of the Issuer, the Depositor, the Owner Trustee and the Indenture Trustee from and against any and all reasonable and duly documented costs, expenses, losses, damages, claims and liabilities, liabilities arising out of or resulting from: (i) 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 Financed Equipment;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 Person parties with respect to the transactions contemplated hereinin this Agreement, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) taxes, including franchise taxes), and any reasonable costs and expenses in defending against the same;. (iiic) 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, 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the BMW FS (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.18.02, or a the resignation by the such Servicer pursuant to this Agreement, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 8.28.03. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee Servicer or the termination of this AgreementAgreement with respect to acts of the Servicer prior thereto, the Trust Agreement and the Indenture and shall include reasonable fees and expenses of counsel and reasonable expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement., and hereby agrees to the following: (a) The Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Noteholders, the Certificateholders ) and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of any of the a Financed Equipment;Vehicle. (iib) The Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Transaction Documents) and costs and expenses in defending against the same;. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be payable (i) to the Indenture Trustee and the Owner Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available Funds available therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer. (iiic) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Seller 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; and (iv) provided, however, that the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all will not indemnify for any costs, expenses, losses, claims, damages and or liabilities arising out from its breach of or incurred in connection with any covenant for which the acceptance or performance purchase of the trusts affected Receivables is specified as the sole remedy pursuant to Section 3.6. (d) The Issuer or, if applicable, the Servicer will compensate and indemnify the Indenture Trustee (including when performing its duties herein and, as Relevant Trustee) and the Owner Trustee to the extent and subject to the conditions set forth in the case Section 6.7 of the Trustee, in Indenture and Section 8.2 of the Trust Agreement containedAgreement, andas applicable, in the case of except, with respect to the Indenture Trustee, in the Indenture contained, except to the extent that such any cost, expense, loss, claim, damage or liability: (i) shall be due to liability arises out of or is incurred in connection with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered performance by the Indenture Trustee under of the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation duties of a trustee of an express trust)Successor Servicer hereunder. (e) The Servicer shall, except as otherwise expressly provided in the Indenture Indemnification under this Section 6.2 by Santander Consumer (or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer successor thereto pursuant to Section 8.17.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination or assignment of such Person as Servicer or a resignation by such Person as Servicer as well as the Servicer pursuant to termination or assignment of this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement (including when performing its duties as Relevant Trustee) and the Indenture and shall will include reasonable fees and expenses of counsel and expenses of litigation. If either the Issuer or the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicersuch party, without interest.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (a) The Servicer shall defend, indemnify and hold harmless the Issuing EntityIssuer, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) the use, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Notes and Certificates, the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal Federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same; (iii) 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; and (iv) the Seller’s 's or the Issuing Entity’s Issuer's violation of federal Federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s 's or the Trustee’s's, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (a) The Servicer shall defend, indemnify and hold harmless the Issuing EntityIssuer, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) the use, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Notes and Certificates, the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal Federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same;; and (iii) 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s 's or the Trustee’s's, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement., and hereby agrees to the following: (a) The Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof of any of the a Financed Equipment;Vehicle. (iib) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Basic Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Notes and the issuance of the CertificatesSecurities, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Basic Documents) and costs and expenses in defending against the same;. (iiic) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Basic Document to which it is a party, or by reason of reckless disregard of its obligations and duties under this Agreement; and (iv) the Seller’s Agreement or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notesany other Basic Document to which it is a party. (bd) The Servicer shall will indemnify, defend defend, and hold harmless the Owner Trustee and the Indenture Trustee (and their respective officersTrustee, directorsas applicable, employees and agents) from and against all costs, expenses, losses, claims, damages damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and, and in the case of the Trusteeother Basic Documents, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture containedif any, except to the extent that such cost, expense, loss, claim, damage damage, or liability: : (i) shall be is due to the willful misfeasance, bad faith faith, or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee Trustee, as applicable; or (ii) shall arise in the case of the Owner Trustee, arises from the Owner Trustee's breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part Agreement or, in the case of the Trust Estate. (d) The Servicer shall pay Indenture Trustee, from the Indenture Trustee and Trustee's breach of any of its representations or warranties set forth in the Trustee from time to time reasonable compensation for all services rendered Indenture; or (iii) in the case of the Indenture Trustee, arises out of or is incurred in connection with the performance by the Indenture Trustee under of the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation duties of a trustee of an express trust). (e) The Successor Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasancehereunder. For purposes of this SectionSection 7.2, in the event of the termination of the rights and obligations of the Ford Credit (or any successor thereto pursuant to Section 8.2) as Servicer pursuant to Section 8.1, or a resignation by the such Servicer pursuant to this Agreement, the such Servicer shall will be deemed to continue to be the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 8.2. . (e) Indemnification under this Section shall 7.2 by Ford Credit (or any successor thereto pursuant to Section 8.2) as Servicer, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 7.2 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.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (ai) The Servicer shall defend, indemnify indemnify, and hold harmless the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their its officers, directors, employees and agents) , the Trust and the Certificateholders from and against any and all costs, expenses, losses, damages, claims claims, and liabilities, arising out of or resulting from: (i) from the use, ownership ownership, or operation by the Servicer or any Affiliate affiliate thereof of any of the a Financed Equipment;Vehicle. (ii) The Servicer shall indemnify, defend and hold harmless the Trustee, its officers, directors, employees and agents and the Trust from and against any taxes that may at any time be asserted against any such Person the Trustee, its officers, directors, employees or agents or the Trust with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the NotesCertificates) and costs and expenses in defending against the same;. (iii) The Servicer shall indemnify, defend, and hold harmless the Trustee, its officers, directors, employees and agents, the Trust and the Certificateholders 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, or was imposed upon the Trustee, the Trust or the Certificateholders through, the negligence, willful misfeasance misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement; and. This indemnity shall survive the termination of this Agreement or the Trust and the resignation or removal of the Trustee. (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend defend, and hold harmless the Trustee and the Indenture Trustee (and their respective Trustee, its officers, directors, employees and agents) , and the Trust from and against all costs, expenses, losses, claims, damages damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: : (ia) shall be due to the willful misfeasance, bad faith faith, or negligence (except for errors in judgment) of the Trustee Trustee; (b) relates to any tax other than the taxes with respect to which either the Depositor or Servicer shall be required to indemnify the Indenture Trustee as applicableTrustee; or (iic) shall arise from the Trustee's breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. 15.13; (d) The Servicer shall pay be one as to which the Indenture Trustee and Depositor is required to indemnify the Trustee from time to time reasonable compensation for all services rendered by Trustee; or (e) shall arise out of or be incurred in connection with the Indenture Trustee under the Indenture acceptance or performance by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination duties of the rights and obligations of the successor Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2hereunder. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and 13.02 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest. This indemnification shall survive the termination of this Agreement and the removal of the Servicer.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement.: (a) The Servicer shall defendindemnify, indemnify defend and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Noteholders, the Certificateholders Certificateholders, and the Seller (and any of Depositor, their respective officers, directors, employees and agents) agents from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof of any of the a Financed Equipment;Vehicle. (iib) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Depositor and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein and in the Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Notes Certificates and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on or transfers of the Certificates or the Notes) and costs and expenses in defending against the same;. (iiic) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Depositor, the Certificateholders and the Noteholders and their respective officers, directors, employees and agents 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, 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (bd) The Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein andand in the Trust Agreement contained, in the case of the Owner Trustee, and in the Trust Agreement Indenture contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: : (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or or, in the case of the Indenture Trustee as applicableTrustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee; or or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.3 7.03 of the Trust Agreement. (ce) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the NAL (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.18.01, or a resignation by the such Servicer pursuant to this Agreement, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 8.28.02. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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. The (a) Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (ab) The Servicer shall defendindemnify, indemnify defend and hold harmless the Issuing EntityTrustee, Seller, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (Holders and any of their the officers, directors, employees and agents) agents of Trustee or Seller from and against any and all costs, expenses, losses, damagesclaims, claims damages and liabilities, liabilities (including reasonable attorneys’ fees and expenses) to the extent arising out of, or imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith (other than errors in judgment) of Servicer in the performance of its obligations and duties under this Agreement or resulting from:in the performance of the obligations and duties of any subservicer under any subservicing agreement. (ic) the useServicer shall indemnify, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) defend and hold harmless Trustee and its officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinin this Agreement or in the other Related Agreements, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes, or any taxes of any kind which may be asserted (but, in the case of the Issuing Entity, but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal Federal or other income taxes arising out of distributions on transactions contemplated by this Agreement and the Certificates or other Related Agreements) against the Notes) Trust, and costs and expenses in defending against the same; (iii) 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (bd) The Servicer shall indemnify, defend and hold harmless the Trustee Trustee, Seller and the Indenture Trustee (and their respective Holders or any of the officers, directors, employees and agents) agents of Trustee or Seller from any and against all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys’ fees and expenses) to the extent arising out of or incurred 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 acceptance release of any Receivable File from the custody of such subservicer or performance in connection with the termination of the trusts and duties herein and, in the case servicing activities of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except such subservicer with respect to any Receivable) whether pursuant to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee terms of any of its representations subservicing agreement or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)otherwise. (e) The Servicer shallshall indemnify, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the defend and hold harmless Trustee, respectivelySeller and the Holders or any of the directors, upon its request for officers, employees and agents of Trustee and Seller from and against any and all reasonable costs, expenses, disbursements losses, damages, claims and advances incurred liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising out of or made in accordance with resulting from the Indenture or the Trust Agreementuse, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1ownership, or a resignation operation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment or any Affiliate thereof of a Successor Servicer pursuant to Section 8.2any Financed Vehicle. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or and the termination of this Agreement, the Trust Agreement and the Indenture and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The (a) Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (ab) The Servicer shall defendindemnify, indemnify defend and hold harmless the Issuing EntityTrustee, Seller, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (Holders and any of their the officers, directors, employees and agents) agents of Trustee or Seller from and against any and all costs, expenses, losses, damagesclaims, claims damages and liabilities, liabilities (including reasonable attorneys' fees and expenses) to the extent arising out of, or imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith (other than errors in judgment) of Servicer in the performance of its obligations and duties under this Agreement or resulting from:in the performance of the obligations and duties of any subservicer under any subservicing agreement. (ic) the useServicer shall indemnify, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) defend and hold harmless Trustee and its officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinin this Agreement or in the other Related Agreements, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes, or any taxes of any kind which may be asserted (but, in the case of the Issuing Entity, but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal Federal or other income taxes arising out of distributions on transactions contemplated by this Agreement and the Certificates or other Related Agreements) against the Notes) Trust, and costs and expenses in defending against the same; (iii) 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (bd) The Servicer shall indemnify, defend and hold harmless the Trustee Trustee, Seller and the Indenture Trustee (and their respective Holders or any of the officers, directors, employees and agents) agents of Trustee or Seller from any and against all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys' fees and expenses) to the extent arising out of or incurred 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 acceptance release of any Receivable File from the custody of such subservicer or performance in connection with the termination of the trusts and duties herein and, in the case servicing activities of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except such subservicer with respect to any Receivable) whether pursuant to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee terms of any of its representations subservicing agreement or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)otherwise. (e) The Servicer shallshall indemnify, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the defend and hold harmless Trustee, respectivelySeller and the Holders or any of the directors, upon its request for officers, employees and agents of Trustee and Seller from and against any and all reasonable costs, expenses, disbursements losses, damages, claims and advances incurred liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising out of or made in accordance with resulting from the Indenture or the Trust Agreementuse, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1ownership, or a resignation operation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment or any Affiliate thereof of a Successor Servicer pursuant to Section 8.2any Financed Vehicle. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or and the termination of this Agreement, the Trust Agreement and the Indenture and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (a) The Servicer shall defend, indemnify and hold harmless the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) the use, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same; (iii) 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or] (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement., and hereby agrees to the following: (a) The Servicer shall defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) Depositor from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof of any of the a Financed Equipment;Vehicle. (iib) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Depositor and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Basic Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other state income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Basic Documents) and costs and expenses in defending against the same;. (iiic) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Depositor 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement or any other Basic Document to which it is a party, or by reason of reckless disregard of its obligations and duties under this Agreement; and (iv) the Seller’s Agreement or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notesany other Basic Document to which it is a party. (bd) The Servicer shall indemnify, defend defend, and hold harmless the Owner Trustee and the Indenture Trustee (and their respective officersTrustee, directorsas applicable, employees and agents) from and against all costs, expenses, losses, claims, damages damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and, and in the case of the Trusteeother Basic Documents, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture containedif any, except to the extent that such cost, expense, loss, claim, damage damage, or liability: : (i) shall be due to the willful misfeasance, bad faith faith, or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee Trustee, as applicable; or (ii) in the case of the Owner Trustee, shall arise from the Owner Trustee’s breach by the Trustee of any of its representations or warranties set forth in Section 7.3 6.9 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part Agreement or, in the case of the Trust Estate. (d) The Servicer shall pay Indenture Trustee, from the Indenture Trustee and Trustee’s breach of any of its representations or warranties set forth in the Trustee from time to time reasonable compensation for all services rendered Indenture; or (iii) in the case of the Indenture Trustee, shall arise out of or be incurred in connection with the performance by the Indenture Trustee under of the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation duties of a trustee of an express trust)Successor Servicer hereunder. (e) The Servicer shallIndemnification under this Section 6.2 by the Bank (or any successor thereto pursuant to Section 7.2) as Servicer, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable respect to the Indenture Trustee’s or period such Person was the Trustee’sServicer, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of shall survive the termination of the rights and obligations of the such Person as Servicer pursuant to Section 8.1, or a resignation by such Person as Servicer as well as the Servicer pursuant to termination of this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

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. (a) The Servicer shall defend, indemnify and hold harmless the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) the use, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same; (iii) 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the NotesSection 6.02. (b) The Servicer shall indemnifyindemnify the Issuer and the Holders (each an “Indemnified Person” for purposes of Sections 6.02(b) and (d)) for, and defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) each such Person from and against against, any and all costsliabilities, expensesobligations, losses, actual damages, payments, claims, damages and liabilities arising out costs or expenses of any kind whatsoever (collectively, “Losses”) that may be imposed on, incurred by or incurred in connection with the acceptance or performance asserted against any such Person as a result of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due the Servicer’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 willful misfeasancemaintenance and custody by the Servicer, bad faith or negligence (except for errors in judgment) as custodian, of the Trustee RRB Property Records) or the Indenture Trustee as applicable; or (ii) shall arise from the Servicer’s breach by the Trustee in any material respect of any of its representations or warranties set forth 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 Holders shall be entitled to enforce their rights and remedies against the Servicer under this Section 7.3 6.02(b) solely through a cause of action brought for their benefit by the Trust AgreementIndenture Trustee. (c) The Servicer shall pay indemnify and hold harmless the Indenture Trustee and any of its 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 taxes levied Losses imposed on, incurred by or assessed upon all asserted against any of such Indemnified Persons as a result of: (i) the Servicer’s willful misconduct or any part 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 Trust EstateRRB 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 pay not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the Indenture Trustee and settlement of any action, proceeding or investigation without the Trustee from time to time reasonable compensation for all services rendered by written consent of the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (Servicer, which compensation consent shall not be limited unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of its involvement in any provision 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(d), notify the Servicer in writing of law in regard 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, only to the compensation extent that the Servicer suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a trustee third party for which indemnification may be sought under this Section 6.02, 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. 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 (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 express trustaction, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including one local counsel in each relevant jurisdiction), and the Servicer shall bear the reasonable and documented out-of-pocket 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. 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 (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) The Servicer shallright to indemnification under this Section 6.02 shall survive the resignation or removal of the Indenture Trustee and/or the termination of this Agreement and shall include reasonable and documented out-of-pocket fees and expenses of investigation and litigation (including reasonable and documented out-of-pocket attorneys’ fees and expenses), except as otherwise expressly provided in the Indenture or the Trust this Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, . (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. f) For purposes of this SectionSection 6.02, in the event of the termination of the rights and obligations of the Public Service Company of New Hampshire (or any successor thereto pursuant to Section 6.04) as Servicer pursuant to Section 8.17.01, or a resignation by the such Servicer pursuant to this Agreement, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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 interest7.02.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement., and hereby agrees to the following: (a) The Servicer shall defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof of any of the a Financed Equipment;Vehicle. (iib) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Basic Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other state income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Basic Documents) and costs and expenses in defending against the same;. (iiic) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement or any other Basic Document to which it is a party, or by reason of reckless disregard of its obligations and duties under this Agreement; and (iv) the Seller’s Agreement or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notesany other Basic Document to which it is a party. (bd) The Servicer shall indemnify, defend defend, and hold harmless the Owner Trustee and the Indenture Trustee (and their respective officersTrustee, directorsas applicable, employees and agents) from and against all costs, expenses, losses, claims, damages damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and, and in the case of the Trusteeother Basic Documents, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture containedif any, except to the extent that such cost, expense, loss, claim, damage damage, or liability: : (i) shall be due to the willful misfeasance, bad faith faith, or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee Trustee, as applicable; or (ii) in the case of the Owner Trustee, shall arise from the Owner Trustee's breach by the Trustee of any of its representations or warranties set forth in Section 7.3 6.9 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part Agreement or, in the case of the Trust Estate. (d) The Servicer shall pay Indenture Trustee, from the Indenture Trustee and Trustee's breach of any of its representations or warranties set forth in the Trustee from time to time reasonable compensation for all services rendered Indenture; or (iii) in the case of the Indenture Trustee, shall arise out of or be incurred in connection with the performance by the Indenture Trustee under of the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation duties of a trustee of an express trust)Successor Servicer hereunder. (e) The Servicer shallIndemnification under this Section 6.2 by the Bank (or any successor thereto pursuant to Section 7.2) as Servicer, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable respect to the Indenture Trustee’s or period such Person was the Trustee’sServicer, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of shall survive the termination of the rights and obligations of the such Person as Servicer pursuant to Section 8.1, or a resignation by such Person as Servicer as well as the Servicer pursuant to termination of this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The (a) Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (ab) The Servicer shall defendindemnify, indemnify defend and hold harmless the Issuing EntityTrustee, Seller, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (Holders and any of their the officers, directors, employees and agents) agents of Trustee or Seller from and against any and all costs, expenses, losses, damagesclaims, claims damages and liabilities, liabilities (including reasonable attorneys' fees and expenses) to the extent arising out of, or imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith (other than errors in judgment) of Servicer in the performance of its obligations and duties under this Agreement or resulting from:in the performance of the obligations and duties of any subservicer under any subservicing agreement. (ic) the useServicer shall indemnify, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) defend and hold harmless Trustee and its officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinin this Agreement or in the other Related Agreements, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes, or any taxes of any kind which may be asserted (but, in the case of the Issuing Entity, but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal Federal or other income taxes arising out of distributions on transactions contemplated by this Agreement and the Certificates or other Related Agreements) against the Notes) Trust, and costs and expenses in defending against the same; (iii) 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (bd) The Servicer shall indemnify, defend and hold harmless the Trustee Trustee, Seller and the Indenture Trustee (and their respective Holders or any of the officers, directors, employees and agents) agents of Trustee or Seller from any and against all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys' fees and expenses) to the extent arising out of or incurred 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 acceptance release of any Receivable File from the custody of such subservicer or performance subcustodian or in connection with the termination of the trusts and duties herein and, in the case servicing activities of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except such subservicer with respect to any Receivable) whether pursuant to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee terms of any of its representations subcustodian or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied subservicing agreement or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)otherwise. (e) The Servicer shallshall indemnify, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the defend and hold harmless Trustee, respectivelySeller and the Holders or any of the directors, upon its request for officers, employees and agents of Trustee and Seller from and against any and all reasonable costs, expenses, disbursements losses, damages, claims and advances incurred liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising out of or made in accordance with resulting from the Indenture or the Trust Agreementuse, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1ownership, or a resignation operation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment or any Affiliate thereof of a Successor Servicer pursuant to Section 8.2any Financed Vehicle. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or and the termination of this Agreement, the Trust Agreement and the Indenture and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the representations made by the Servicer under this Agreement.: (a) The Servicer shall defendindemnify, indemnify defend and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders Securityholders and the Seller (Depositor and any of their the officers, directors, employees and agents) agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, damages, claims and liabilities, liabilities arising out of or resulting from: (i) 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 Financed Equipment;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 Person parties with respect to the transactions contemplated hereinin this Agreement, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) taxes, including franchise taxes), and any reasonable costs and expenses in defending against the same;. (iiic) 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 costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the BMW FS (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.18.02, or a the resignation by the such Servicer pursuant to this Agreement, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 8.28.03. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee Servicer or the termination of this AgreementAgreement with respect to acts of the Servicer prior thereto, the Trust Agreement and the Indenture and shall include reasonable fees and expenses of counsel and reasonable expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The Initial Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement., and hereby agree to the following: (a) The Initial Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the TrusteeBackup Servicer (including in its capacity as Successor Servicer), the Owner Trustee (including in its individual capacity), the Indenture Trustee, the Noteholders, the Certificateholders Trustee (including in its individual capacity) and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Backup Servicer, the Paying Agent or the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Initial Servicer or such Affiliate of any of the a Financed Equipment;Vehicle. (iib) The Issuer, the Backup Servicer (including in its capacity as Successor Servicer), the Owner Trustee (including in its individual capacity), the Paying Agent (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Transaction Documents) and costs and expenses in defending against the same; (iii) . For the negligenceavoidance of doubt, willful misfeasance or bad faith of the Initial Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all will not indemnify for any costs, expenses, losses, claims, damages and or liabilities arising out of or incurred in connection with due to the acceptance or performance credit risk of the trusts Obligors and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be payable (i) to the Indenture Trustee, in the Indenture containedBackup Servicer, except the Paying Agent and the Owner Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent that such costof Available Funds available therefor), expenseand, loss, claim, damage or liability: (i) shall be due to the willful misfeasanceextent not paid thereunder, bad faith or negligence (except for errors in judgment) of by the Trustee or the Indenture Trustee as applicable; or Servicer, and (ii) shall arise from to the breach Issuer by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust AgreementServicer. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (ai) The Servicer shall defendindemnify, indemnify defend and hold harmless the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their its officers, directors, employees and agents) , the Trust and the Certificateholders from and against any and all costs, expenses, losses, damages, claims claims, and liabilities, arising out of or resulting from: (i) from the use, ownership ownership, or operation by the Servicer or any Affiliate affiliate thereof of any of the a Financed Equipment;Vehicle. (ii) The Servicer shall indemnify, defend and hold harmless the Trustee, its officers, directors, employees and agents and the Trust from and against any taxes that may at any time be asserted against any such Person the Trustee, its officers, directors, employees or agents or the Trust with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (buttaxes, in the case of the Issuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same;. (iii) The Servicer shall indemnify, defend, and hold harmless the negligenceTrustee, willful misfeasance its officers, directors, employees and agents, the Trust and the Certificateholders from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or bad faith liability arose out of, or was imposed upon the Trustee, the Trust or the Certificateholders through any act or omission of the Servicer in the performance of its duties under this Agreement Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement; and, provided, however, that the Servicer shall not be liable to the Trustee for any portion of any such amount resulting from the willful misconduct, bad faith, or negligence of the Trustee. (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend defend, and hold harmless the Trustee and the Indenture Trustee (and their respective Trustee, its officers, directors, employees and agents) , and the Trust from and against all costs, expenses, losses, claims, damages damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: : (ia) shall be due to the willful misfeasance, bad faith faith, or negligence (except for errors in judgment) of the Trustee or Trustee; (b) relates to any tax other than the Indenture Trustee as applicabletaxes with respect to which the Servicer shall be required to indemnify the Trustee; or (iic) shall arise from the Trustee's breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied 15.13; or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay arise out of or be incurred in connection with the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture acceptance or performance by the Trustee of the duties of successor Servicer hereunder. Neither the Trustee nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted under the Trust this Agreement (which compensation shall not be limited by any provision of law or in regard connection therewith except to the compensation extent caused by the Trustee's negligence or willful misconduct, as determined by the final judgment of a trustee court of an express trust). competent jurisdiction, no longer subject to appeal or review. The parties each (efor itself and any person or entity claiming through it) The Servicer shallhereby releases, waives, discharges, exculpates and convenants not to xxx the Trustee for any action taken or omitted under this Agreement except as otherwise expressly provided in to the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or extent caused by the Trustee, respectively, upon 's failure to perform its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to duties under this Agreement, negligence or willful misconduct. Anything in this Agreement to the Servicer contrary withstanding, in no event shall the Trustee be deemed liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to be lost profits), even if the Servicer pending appointment Trustee has been advised of a Successor Servicer pursuant to Section 8.2the likelihood of such loss or damage and regardless of the form of action. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and 13.02 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest. This indemnification shall survive the termination of this Agreement or the Trust and the resignation or removal of the Trustee or the Servicer.

Indemnities of Servicer. The Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement., and hereby agrees to the following: (a) The Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Noteholders, the Certificateholders ) and 24 Sale and Servicing Agreement (SDART 2018-1) the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of any of the a Financed Equipment;Vehicle. (iib) The Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Transaction Documents) and costs and expenses in defending against the same;. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be payable (i) to the Indenture Trustee and the Owner Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available Funds available therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer. (iiic) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Seller 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; and (iv) provided, however, that the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all will not indemnify for any costs, expenses, losses, claims, damages and or liabilities arising out from its breach of or incurred in connection with any covenant for which the acceptance or performance purchase of the trusts affected Receivables is specified as the sole remedy pursuant to Section 3.6. (d) The Issuer or, if applicable, the Servicer will compensate and indemnify the Indenture Trustee (including when performing its duties herein and, as Relevant Trustee) and the Owner Trustee to the extent and subject to the conditions set forth in the case Section 6.7 of the Trustee, in Indenture and Section 8.2 of the Trust Agreement containedAgreement, andas applicable, in the case of except, with respect to the Indenture Trustee, in the Indenture contained, except to the extent that such any cost, expense, loss, claim, damage or liability: (i) shall be due to liability arises out of or is incurred in connection with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered performance by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment duties of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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 interesthereunder.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (ai) The Servicer shall defend, indemnify indemnify, and hold harmless the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their its officers, directors, employees and agents) , the Trust and the Certificateholders from and against any and all costs, expenses, losses, damages, claims claims, and liabilities, arising out of or resulting from: (i) from the use, ownership ownership, or operation by the Servicer or any Affiliate affiliate thereof of any of the a Financed Equipment;Vehicle. (ii) The Servicer shall indemnify, defend and hold harmless the Trustee, its officers, directors, employees and agents and the Trust from and against any taxes that may at any time be asserted against any such Person the Trustee, its officers, directors, employees or agents or the Trust with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the NotesCertificates) and costs and expenses in defending against the same;. (iii) The Servicer shall indemnify, defend, and hold harmless the Trustee, its officers, directors, employees and agents, the Trust and the Certificateholders 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, or was imposed upon the Trustee, the Trust or the Certificateholders through, the negligence, willful misfeasance misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement; and. This indemnity shall survive the termination of this Agreement or the Trust and the resignation or removal of the Trustee (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend defend, and hold harmless the Trustee and the Indenture Trustee (and their respective Trustee, its officers, directors, employees and agents) , and the Trust from and against all costs, expenses, losses, claims, damages damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: : (ia) shall be due to the willful misfeasance, bad faith faith, or negligence (except for errors in judgment) of the Trustee Trustee; (b) relates to any tax other than the taxes with respect to which either the Depositor or Servicer shall be required to indemnify the Indenture Trustee as applicableTrustee; or (iic) shall arise from the Trustee's breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. 15.13; (d) The Servicer shall pay be one as to which the Indenture Trustee and Depositor is required to indemnify the Trustee from time to time reasonable compensation for all services rendered by Trustee; or (e) shall arise out of or be incurred in connection with the Indenture Trustee under the Indenture acceptance or performance by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination duties of the rights and obligations of the successor Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2hereunder. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and 13.02 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest. This indemnification shall survive the termination of this Agreement and the removal of the Servicer.

Indemnities of Servicer. The Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement., and hereby agrees to the following: (a) The Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Noteholders, the Certificateholders ) and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of any of the a Financed Equipment;Vehicle. (iib) The Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Transaction Documents) and costs and expenses in defending against the same;. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be payable (i) to the Indenture Trustee and the Owner Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available Funds available therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer. (iiic) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Seller 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, or was imposed 25 Sale and Servicing Agreement (SDART 2019-1) upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; and (iv) provided, however, that the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all will not indemnify for any costs, expenses, losses, claims, damages and or liabilities arising out from its breach of or incurred in connection with any covenant for which the acceptance or performance purchase of the trusts affected Receivables is specified as the sole remedy pursuant to Section 3.6. (d) The Issuer or, if applicable, the Servicer will compensate and indemnify the Indenture Trustee (including when performing its duties herein and, as Relevant Trustee) and the Owner Trustee to the extent and subject to the conditions set forth in the case Section 6.7 of the Trustee, in Indenture and Section 8.2 of the Trust Agreement containedAgreement, andas applicable, in the case of except, with respect to the Indenture Trustee, in the Indenture contained, except to the extent that such any cost, expense, loss, claim, damage or liability: (i) shall be due to liability arises out of or is incurred in connection with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered performance by the Indenture Trustee under of the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation duties of a trustee of an express trust)Successor Servicer hereunder. (e) The Servicer shall, except as otherwise expressly provided in the Indenture Indemnification under this Section 6.2 by Santander Consumer (or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer successor thereto pursuant to Section 8.17.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination or assignment of such Person as Servicer or a resignation by such Person as Servicer as well as the Servicer pursuant to termination or assignment of this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement (including when performing its duties as Relevant Trustee) and the Indenture and shall will include reasonable fees and expenses of counsel and expenses of litigation. If either the Issuer or the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicersuch party, without interest.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (ai) The Servicer shall defend, indemnify indemnify, and hold harmless the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their its officers, directors, employees and agents) , the Trust and the Certificateholders from and against any and all costs, expenses, losses, damages, claims claims, and liabilities, arising out of or resulting from: (i) from the use, ownership ownership, or operation by the Servicer or any Affiliate affiliate thereof of any of the a Financed Equipment;Vehicle. (ii) The Servicer shall indemnify, defend and hold harmless the Trustee, its officers, directors, employees and agents and the Trust from and against any taxes that may at any time be asserted against any such Person the Trustee, its officers, directors, employees or agents or the Trust with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the NotesCertificates) and costs and expenses in defending against the same;. (iii) The Servicer shall indemnify, defend, and hold harmless the Trustee, the Insurer, its officers, directors, employees and agents, the Trust and the Certificateholders 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, or was imposed upon the Trustee, the Insurer, the Trust or the Certificateholders through, the negligence, willful misfeasance misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement; and. This indemnity shall survive the termination of this Agreement or the Trust and the resignation or removal of the Trustee. (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend defend, and hold harmless the Trustee and the Indenture Trustee (and their respective Trustee, its officers, directors, employees and agents) , and the Trust from and against all costs, expenses, losses, claims, damages damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: : (ia) shall be due to the willful misfeasance, bad faith faith, or negligence (except for errors in judgment) of the Trustee Trustee; (b) relates to any tax other than the taxes with respect to which either the Depositor or Servicer shall be required to indemnify the Indenture Trustee as applicableTrustee; or (iic) shall arise from the Trustee's breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. 15.13; (d) The Servicer shall pay be one as to which the Indenture Trustee and Depositor is required to indemnify the Trustee from time to time reasonable compensation for all services rendered by Trustee; or (e) shall arise out of or be incurred in connection with the Indenture Trustee under the Indenture acceptance or performance by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination duties of the rights and obligations of the successor Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2hereunder. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and 13.02 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest. This indemnification shall survive the termination of this Agreement and the removal of the Servicer.

Indemnities of Servicer. The Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer Issuer and the Servicer, respectively, under this Agreement., and hereby agrees to the following: (a) The Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Noteholders, the Certificateholders ) and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of any of the a Financed Equipment;Vehicle. (iib) The Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Transaction Documents) and costs and expenses in defending against the same;. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be payable (i) to the Indenture Trustee and the Owner Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available Funds available therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer. (iiic) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Seller 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; and (iv) provided, however, that the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all will not indemnify for any costs, expenses, losses, claims, damages and or liabilities arising out from its breach of or incurred in connection with any covenant for which the acceptance or performance purchase of the trusts affected Receivables is specified as the sole remedy pursuant to Section 3.6. (d) The Issuer or, if applicable, the Servicer will compensate and indemnify the Indenture Trustee (including when performing its duties herein and, as Relevant Trustee) and the Owner Trustee to the extent and subject to the conditions set forth in the case Section 6.7 of the Trustee, in Indenture and Section 8.2 of the Trust Agreement containedAgreement, andas applicable, in the case of except, with respect to the Indenture Trustee, in the Indenture contained, except to the extent that such any cost, expense, loss, claim, damage or liability: (i) shall be due to liability arises out of or is incurred in connection with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered performance by the Indenture Trustee under of the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation duties of a trustee of an express trust)Successor Servicer hereunder. (e) The Servicer shall, except as otherwise expressly provided in the Indenture Indemnification under this Section 6.2 by Santander Consumer (or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer successor thereto pursuant to Section 8.17.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination or assignment of such Person as Servicer or a resignation by such Person as Servicer as well as the Servicer pursuant to termination or assignment of this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement (including when performing its duties as Relevant Trustee) and the Indenture and shall will include reasonable fees and expenses of counsel and expenses of litigation. If either the Issuer or the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicersuch party, without interest.

Indemnities of Servicer. The Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement., and hereby agrees to the following: (a) The Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Noteholders, the Certificateholders ) and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of any of the a Financed Equipment;Vehicle. (iib) The Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same; (iii) 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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. The Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement., and hereby agrees to the following: (a) The Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Noteholders, the Certificateholders ) and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of any of the a Financed Equipment;Vehicle. (iib) The Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Transaction Documents) and costs and expenses in defending against the same;. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be payable (i) to the Indenture Trustee and the Owner Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available Funds available therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer. (iiic) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Seller 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; and (iv) provided, however, that the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all will not indemnify for any costs, expenses, losses, claims, damages and or liabilities arising out from its breach of or incurred in connection with any covenant for which the acceptance or performance purchase of the trusts affected Receivables is specified as the sole remedy pursuant to Section 3.6. (d) The Issuer or, if applicable, the Servicer will compensate and indemnify the Indenture Trustee (including when performing its duties herein and, as Relevant Trustee) and the Owner Trustee to the extent and subject to the conditions set forth in the case Section 6.7 of the Trustee, in Indenture and Section 8.2 of the Trust Agreement containedAgreement, andas applicable, in the case of except, with respect to the Indenture Trustee, in the Indenture contained, except to the extent that such any cost, expense, loss, claim, damage or liability: (i) shall be due to liability arises out of or is incurred in connection with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered performance by the Indenture Trustee under of the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation duties of a trustee of an express trust)successor Servicer hereunder. (e) The Servicer shall, except as otherwise expressly provided in the Indenture Indemnification under this Section 6.2 by Santander Consumer (or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer successor thereto pursuant to Section 8.17.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination or assignment of such Person as Servicer or a resignation by such Person as Servicer as well as the Servicer pursuant to termination or assignment of this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement (including when performing its duties as Relevant Trustee) and the Indenture and shall will include reasonable fees and expenses of counsel and expenses of litigation. If either the Issuer or the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicersuch party, without interest.. 26 Sale and Servicing Agreement (SDART 2020-2)

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement., and hereby agrees to the following: (a) The Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders Trustee and the Seller (and any of their respective directors, officers, directors, employees and agents) agents from and against any and all costs, fees, expenses, losses, damages, claims claims, obligations, payments and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, including, but not limited to, the costs of defending any claim or bringing any claim to enforce their rights, including the Servicer’s indemnification obligations hereunder. The Servicer will compensate and indemnify the Administrator to the extent and subject to the conditions set forth in Section 3 of the Financed Equipment;Administration Agreement. (iib) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Transaction Documents) and costs and expenses in defending against the same;same or of defending any claim or bringing any claim to enforce their rights, including the Servicer’s indemnification obligations hereunder. For the avoidance of doubt, the Servicer will not indemnify for any costs, fees, expenses, losses, claims, damages, obligations, payments or liabilities due to the credit risk of the Obligor and for which reimbursement would constitute recourse for uncollectible Receivables. (iiic) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Seller and their respective directors, officers, employees and agents from and against any and all costs, fees, expenses, losses, claims, damages, obligations, payments and liabilities to the extent that such cost, fee, expense, loss, claim, damage, obligation, payment or liability arose out of, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party or of defending any claim or bringing any claim to enforce their rights, including the Servicer’s indemnification obligations hereunder; and (iv) provided, however, that the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnifywill not indemnify for any costs, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costsfees, expenses, losses, claims, damages and damages, obligations, payments or liabilities arising out from its breach of or incurred in connection with any covenant for which the acceptance or performance repurchase of the trusts and duties herein and, in affected Receivables is specified as the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except sole remedy pursuant to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate3.6. (d) The Servicer shall pay will compensate and indemnify the Owner Trustee to the extent and subject to the conditions set forth in Sections 8.1 and 8.2 of the Trust Agreement. The Servicer will compensate and indemnify the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation extent and subject to the conditions set forth in Section 6.7 of a trustee of an express trust)the Indenture. (e) The Servicer shallIndemnification under this Section 5.2 by the Bank (or any successor thereto pursuant to Section 6.1) as Servicer, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable respect to the Indenture Trustee’s or period such Person was the Trustee’sServicer, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of will survive the termination of the rights and obligations of the such Person as Servicer pursuant to Section 8.1, or a resignation by such Person as Servicer as well as the Servicer pursuant to termination or assignment of this Agreement, Agreement and the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive Trust Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and shall will include reasonable fees and expenses of counsel and expenses of litigationlitigation (including in connection with any action, claim or suit brought to enforce the Owner Trustee’s or the Indenture Trustee’s right to indemnification). If the Servicer shall have has made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement., and hereby agrees to the following: (a) The Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders Certificateholder and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof of any of the a Financed Equipment;Vehicle. (iib) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Transaction Documents) and costs and expenses in defending against the same; (iii) . For the negligenceavoidance of doubt, 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all will not indemnify for any costs, expenses, losses, claims, damages and or liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) credit risk of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust AgreementObligor and for which reimbursement would constitute recourse for uncollectible Receivables. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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 Agreementhereunder and the representations made by the Servicer herein. (ai) The the Servicer shall defend, indemnify and hold harmless the Issuing Entity, the Trustee, the Indenture TrusteeCustodian, the Noteholders, the Certificateholders Backup Servicer and the Seller (and any of their Seller, including officers, directors, employees and agents) agents of each such entity, and the Trust and the Certificateholders from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership ownership, or operation by the Servicer or any Affiliate thereof of any of the a Financed EquipmentVehicle; (ii) The Servicer shall indemnify, defend and hold harmless the Trustee, the Custodian, the Backup Servicer, and the Seller, including officers, directors, employees and agents of each such entity, and the Trust from and against any taxes that may at any time be asserted against any such Person the Trustee, the Custodian, the Backup Servicer, the Trust or the Seller with respect to the transactions contemplated hereinTrust including, including without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same; (iii) the Servicer shall indemnify, defend and hold harmless the Trustee, the Backup Servicer and the Seller, including officers, directors, employees and agents of each such entity, and the Trust and the Certificateholders 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 was proximately caused by, arose out of, or was imposed upon the Trustee, the Backup Servicer, the Seller, the Trust or the Certificateholders through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement hereunder or by reason of reckless disregard of its obligations and duties under this Agreementhereunder; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee Trustee, the Backup Servicer and the Indenture Trustee (and Custodian, including their respective officers, directors, employees and agents) , from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein andcontained, or contained in the case of the Trusteedocuments contemplated hereby or thereby, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture containedif any, except to the extent that such cost, expense, loss, claim, damage or liability: : (iA) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee Trustee; (B) relates to any tax other than the taxes with respect to which the Servicer shall be required to indemnify the Trustee, the Backup Servicer or the Indenture Trustee as applicableCustodian; or or (iiC) shall arise from the Trustee's, the Backup Servicer's or the Custodian's breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement10.12. (cb) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the a Servicer (or any successor thereto pursuant to Section 8.3) as Servicer pursuant to Section 8.19.1, or a resignation by the such Servicer pursuant to this Agreement, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer pursuant to Section 8.29.2. The provisions of this Section 8.2(b) shall in no way affect the survival pursuant to Section 8.2(c) of the indemnification by the Servicer provided by Section 8.2(a). (c) Indemnification under this Section 8.2 shall survive the termination of this Agreement and the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture Servicer and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest. (d) Except to the extent resulting from the Servicer's willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations or duties hereunder, the Servicer shall not be liable to any party indemnified under this Agreement, for any liability, cost, expense or financial loss which may arise solely as a result of the economic performance of the Receivables or other assets.

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement., and hereby agrees to the following: (a) The Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof of any of the a Financed Equipment;Vehicle. (iib) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Basic Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Notes and the issuance of the CertificatesSecurities, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Basic Documents) and costs and expenses in defending against the same;. (iiic) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Basic Document to which it is a party, or by reason of reckless disregard of its obligations and duties under this Agreement; and (iv) the Seller’s Agreement or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notesany other Basic Document to which it is a party. (bd) The Servicer shall will indemnify, defend defend, and hold harmless the Owner Trustee and the Indenture Trustee (and their respective officersTrustee, directorsas applicable, employees and agents) from and against all costs, expenses, losses, claims, damages damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and, and in the case of the Trusteeother Basic Documents, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture containedif any, except to the extent that such cost, expense, loss, claim, damage damage, or liability: : (i) shall be in the case of the Owner Trustee, is due to the willful misfeasance, bad faith faith, or negligence (except for errors in judgment) of the Owner Trustee or or, in the case of the Indenture Trustee as applicableTrustee, is due to the willful misfeasance, bad faith, or negligence (except for errors in judgment) of the Indenture Trustee; or (ii) shall arise in the case of the Owner Trustee, arises from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. , (ciii) The Servicer shall pay any and all taxes levied or assessed upon all or any part in the case of the Trust Estate. (d) The Servicer shall pay Indenture Trustee, arises from the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered breach by the Indenture Trustee under of any of its representations or warranties set forth in the Indenture; or (iv) in the case of the Indenture Trustee, arises out of or is incurred in connection with the performance by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or of the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements duties of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasancea Successor Servicer hereunder. For purposes of this SectionSection 6.2, in the event of the termination of the rights and obligations of the Ford Credit (or any successor thereto pursuant to Section 7.2) as Servicer pursuant to Section 8.17.1, or a resignation by the such Servicer pursuant to this Agreement, the such Servicer shall will be deemed to continue to be the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 8.2. 7.2. (e) Indemnification under this Section shall 6.2 by Ford Credit (or any successor thereto pursuant to Section 7.2) as Servicer, with respect to the period such Person was (or was deemed to be) the Servicer, will survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement., and hereby agrees to the following: (a) The Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Noteholders, the Certificateholders ) and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of any of the a Financed Equipment;Vehicle. (iib) The Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated 25 Sale and Servicing Agreement (DRIVE 2020-2) by this Agreement and the Notesother Transaction Documents) and costs and expenses in defending against the same;. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be payable (i) to the Indenture Trustee and the Owner Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available Funds available therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer. (iiic) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Seller 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; and (iv) provided, however, that the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all will not indemnify for any costs, expenses, losses, claims, damages and or liabilities arising out from its breach of or incurred in connection with any covenant for which the acceptance or performance purchase of the trusts affected Receivables is specified as the sole remedy pursuant to Section 3.6. (d) The Issuer or, if applicable, the Servicer will compensate and indemnify the Indenture Trustee (including when performing its duties herein and, as Relevant Trustee) and the Owner Trustee to the extent and subject to the conditions set forth in the case Section 6.7 of the Trustee, in Indenture and Section 8.2 of the Trust Agreement containedAgreement, andas applicable, in the case of except, with respect to the Indenture Trustee, in the Indenture contained, except to the extent that such any cost, expense, loss, claim, damage or liability: (i) shall be due to liability arises out of or is incurred in connection with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered performance by the Indenture Trustee under of the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation duties of a trustee of an express trust)successor Servicer hereunder. (e) The Servicer shall, except as otherwise expressly provided in the Indenture Indemnification under this Section 6.2 by Santander Consumer (or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer successor thereto pursuant to Section 8.17.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination or assignment of such Person as Servicer or a resignation by such Person as Servicer as well as the Servicer pursuant to termination or assignment of this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement (including when performing its duties as Relevant Trustee) and the Indenture and shall will include reasonable fees and expenses of counsel and expenses of litigation. If either the Issuer or the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicersuch party, without interest.

Indemnities of Servicer. The Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement., and hereby agrees to the following: (a) The Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Noteholders, the Certificateholders ) and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of any of the a Financed Equipment;Vehicle. (iib) The Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Transaction Documents) and costs and expenses in defending against the same; (iii) . For the negligenceavoidance of doubt, 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all will not indemnify for any costs, expenses, losses, claims, damages and or liabilities arising out of or incurred in connection with due to the acceptance or performance credit risk of the trusts Obligors and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to the extent that such cost, expense, loss, claim, damage or liability: this Section 6.2(b) shall be payable (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Owner Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, 4.4(a) hereof or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal 5.4(b) of the Trustee or Indenture, as applicable (to the Indenture Trustee or extent of Available Funds available therefor), and, to the termination of this Agreementextent not paid thereunder, the Trust Agreement and the Indenture 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 by the Servicer, without interestand (ii) to the Issuer by the Servicer.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (ai) The Servicer shall defend, indemnify indemnify, and hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) , the Trust, the Certificateholders and the Noteholders from and against any and all costs, expenses, losses, damages, claims claims, and liabilities, arising out of or resulting from: (i) from the use, ownership ownership, or operation by the Servicer or any Affiliate affiliate thereof of any of the a Financed Equipment;Vehicle. (ii) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, their officers, directors, employees and agents and the Trust from and against any taxes that may at any time be asserted against any such Person parties with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the Notes and Certificates, the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same;. (iii) The Servicer shall indemnify, defend, and hold harmless the Owner Trustee, the Indenture Trustee, the Insurer, their officers, directors, employees and agents, and the Trust, the Certificateholders and the Noteholders 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, or was imposed upon such parties through, the negligence, willful misfeasance misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement; and. This indemnity shall survive the termination of this Agreement or the Trust and the resignation or removal of the Owner Trustee. (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend defend, and hold harmless the Trustee and Owner Trustee, the Indenture Trustee (and Trustee, their respective officers, directors, employees and agents) agents and the Trust from and against all costs, expenses, losses, claims, damages damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: : (ia) shall be due to the willful misfeasance, bad faith faith, or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee; (b) relates to any tax other than the taxes with respect to which either the Seller or Servicer shall be required to indemnify the Owner Trustee as applicableor the Indenture Trustee; or (iic) shall arise from the breach by the Trustee of any of its representations or warranties of the Owner Trustee set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied 15.13 or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under set forth in Section 15.13 of the Indenture; (d) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee; or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided shall arise out of or be incurred in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance connection with the Indenture acceptance or performance by the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event Owner Trustee of the termination duties of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2successor Servicer. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and 13.02 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest. This indemnification shall survive the termination of this Agreement and the removal of the Servicer.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (a) The Servicer shall defend, indemnify and hold harmless the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) the use, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same; (iii) 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or] (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. [Notwithstanding anything herein to the contrary, Sections 7.2(a)(ii), (a)(iv), (b), (c), (d) and (e) shall not apply to the Backup Servicer in its capacity as Successor Servicer.] For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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. The Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement., and hereby agrees to the following: (a) The Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Noteholders, the Certificateholders ) and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee or the Owner Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of any of the a Financed Equipment;Vehicle. (iib) The Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Transaction Documents) and costs and expenses in defending against the same;. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be payable (i) to the Indenture Trustee and the Owner Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available Funds available therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer. (iiic) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Seller 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; and (iv) provided, however, that the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all will not indemnify for any costs, expenses, losses, claims, damages and or liabilities arising out from its breach of or incurred in connection with any covenant for which the acceptance or performance purchase of the trusts affected Receivables is specified as the sole remedy pursuant to Section 3.6. (d) The Issuer or, if applicable, the Servicer will compensate and indemnify the Indenture Trustee (including when performing its duties herein and, as Relevant Trustee) and the Owner Trustee to the extent and subject to the conditions set forth in the case Section 6.7 of the Trustee, in Indenture and Section 8.2 of the Trust Agreement containedAgreement, andas applicable, in the case of except, with respect to the Indenture Trustee, in the Indenture contained, except to the extent that such any cost, expense, loss, claim, damage or liability: (i) shall be due to liability arises out of or is incurred in connection with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered performance by the Indenture Trustee under of the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation duties of a trustee of an express trust)successor Servicer hereunder. (e) The Servicer shall, except as otherwise expressly provided in the Indenture Indemnification under this Section 6.2 by Santander Consumer (or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer successor thereto pursuant to Section 8.17.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination or assignment of such Person as Servicer or a resignation by such Person as Servicer as well as the Servicer pursuant to termination or assignment of this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement (including when performing its duties as Relevant Trustee) and the Indenture and shall will include reasonable fees and expenses of counsel and expenses of litigation. If either the Issuer or the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicersuch party, without interest.. 26 Sale and Servicing Agreement (SDART 2020-4)

Indemnities of Servicer. The Servicer shall will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement., and hereby agrees to the following: (a) The Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee, the Noteholders, the Certificateholders ) and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Indenture Trustee breached its standard of care and legal fees 24 Sale and Servicing Agreement (DRIVE 2017-1) and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub-contractor hired by the Servicer or such Affiliate of any of the a Financed Equipment;Vehicle. (iib) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee (including when performing its duties as Relevant Trustee) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Transaction Documents) and costs and expenses in defending against the same;. For the avoidance of doubt, the Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Any amounts payable to the Indenture Trustee pursuant to this Section 6.2(b), to the extent not paid by the Servicer, shall be paid by the Issuer in accordance with Section 4.4 of this Agreement or Section 5.4(b) of the Indenture, as applicable. (iiic) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee (including when performing its duties as Relevant Trustee) and the Seller 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; and (iv) provided, however, that the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all will not indemnify for any costs, expenses, losses, claims, damages and or liabilities arising out from its breach of or incurred in connection with any covenant for which the acceptance or performance purchase of the trusts affected Receivables is specified as the sole remedy pursuant to Section 3.6. (d) The Servicer will compensate and indemnify the Indenture Trustee (including when performing its duties herein and, as Relevant Trustee) and the Owner Trustee to the extent and subject to the conditions set forth in the case Section 6.7 of the Trustee, in Indenture and Section 8.2 of the Trust Agreement containedAgreement, andas applicable, in the case of except, with respect to the Indenture Trustee, in the Indenture contained, except to the extent that such any cost, expense, loss, claim, damage or liability: (i) shall be due to liability arises out of or is incurred in connection with the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered performance by the Indenture Trustee under of the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation duties of a trustee of an express trust)Successor Servicer hereunder. (e) The Servicer shall, except as otherwise expressly provided in the Indenture Indemnification under this Section 6.2 by Santander Consumer (or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer successor thereto pursuant to Section 8.17.1) as Servicer, with respect to the period such Person was the Servicer, will survive the termination or assignment of such Person as Servicer or a resignation by such Person as Servicer as well as the Servicer pursuant to termination or assignment of this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement (including when performing its duties as Relevant Trustee) and the Indenture and shall will include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (ai) The Servicer shall defend, indemnify indemnify, and hold harmless the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their its officers, directors, employees and agents) , the Trust and the Certificateholders from and against any and all costs, expenses, losses, damages, claims claims, and liabilities, arising out of or resulting from: (i) from the use, ownership ownership, or operation by the Servicer or any Affiliate affiliate thereof of any of the a Financed Equipment;Vehicle. (ii) The Servicer shall indemnify, defend and hold harmless the Trustee, its officers, directors, employees and agents and the Trust from and against any taxes that may at any time be asserted against any such Person the Trustee, its officers, directors, employees or agents or the Trust with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the NotesCertificates) and costs and expenses in defending against the same;. (iii) The Servicer shall indemnify, defend, and hold harmless the Trustee, the Insurer, its officers, directors, employees and agents, the Trust and the Certificateholders 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, or was imposed upon the Trustee, the Insurer, the Trust or the Certificateholders through, the negligence, willful misfeasance misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement; and. This indemnity shall survive the termination of this Agreement or the Trust and the resignation or removal of the Trustee. (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend defend, and hold harmless the Trustee and the Indenture Trustee (and their respective Trustee, its officers, directors, employees and agents) , and the Trust from and against all costs, expenses, losses, claims, damages damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: : (ia) shall be due to the willful misfeasance, bad faith faith, or negligence (except for errors in judgment) of the Trustee Trustee; (b) relates to any tax other than the taxes with respect to which either the Depositor or Servicer shall be required to indemnify the Indenture Trustee as applicableTrustee; or (iic) shall arise from the Trustee's breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. 15.13; (d) The Servicer shall pay be one as to which the Indenture Trustee and Depositor is required to indemnify 44 the Trustee from time to time reasonable compensation for all services rendered by Trustee; or (e) shall arise out of or be incurred in connection with the Indenture Trustee under the Indenture acceptance or performance by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination duties of the rights and obligations of the successor Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2hereunder. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and 13.02 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest. This indemnification shall survive the termination of this Agreement and the removal of the 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 and the representations made by the Servicer under this AgreementAgreement and the other Basic Documents. (ab) The Servicer shall defend, indemnify and hold harmless the Issuing Entity, the Trustee, Owner Trustee and the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (Trustee and any of their the officers, directors, employees and agents) agents of each such Person from and against any and all costscosts (including reasonable legal fees and expenses), expenses, losses, damages, claims and liabilitiesliabilities (including servicing, underwriting or realization issues (including with respect to violations of consumer protection laws)) arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, excluding any losses incurred solely in connection with the sale of any repossessed Financed Vehicles in a commercially reasonable manner and in compliance with the terms of this Agreement. (c) The Servicer shall indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, and any of the Financed Equipment; (ii) officers, directors, employees and agents of each such Person, from and against any taxes that may at any time be asserted against any of such Person parties with respect to the transactions contemplated hereinin this Agreement, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, but not including (i) any federal, state or other income taxes, (ii) any general corporation or franchise taxes, or (iii) any taxes asserted with respect to, and as to the transfer of the date of, the sale of the Receivables Conveyed Assets to the Issuing Entity or the issuance and original sale of the Notes Notes), and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and any costs and expenses in defending against the same;same (including reasonable legal fees and expenses). For the avoidance of doubt, the Servicer will not indemnify any Person for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of Sale and Servicing Agreement any Loan Obligor and for which reimbursement would constitute recourse for uncollectible Loans. (iiid) The Servicer shall indemnify the negligenceIndenture Trustee and the Owner Trustee, willful misfeasance and their respective officers, directors, employees and agents, from and against any loss, liability, expense, damage or bad faith injury (including reasonable legal fees and expenses) arising out of or incurred in connection with (x) in the case of the Servicer in Indenture Trustee, the Indenture Trustee’s performance of its duties under this the Indenture, (y) in the case of the Owner Trustee, the Owner Trustee’s performance of its duties under the Trust Agreement or by reason (z) the acceptance, administration or performance by, or action or inaction of, the Indenture Trustee or the Owner Trustee, as applicable, of reckless disregard the trusts and duties contained in the Basic Documents, except in each case to the extent that such loss, liability, expense, damage or injury suffered: (A) is due to the willful misconduct, bad faith or negligence of the Person seeking to be indemnified; (B) to the extent otherwise payable to the Indenture Trustee, arises from the Indenture Trustee’s breach of any of its obligations and duties representations or warranties under this the Indenture; (C) to the extent otherwise payable to the Owner Trustee, arises from the Owner Trustee’s breach of any of its representations or warranties set forth under the Trust Agreement; and or (ivD) shall arise out of or be incurred as a result of the Seller’s negligence or willful misconduct of the Issuing Entity’s violation of federal or State securities laws Indenture Trustee in connection with the offering or sale its performance of the Notesduties of successor Servicer hereunder should the Indenture Trustee accept such duties. (be) The Servicer shall indemnify, defend and hold harmless the Trustee and Issuing Entity, the Owner Trustee, the Indenture Trustee (Trustee, and their respective any of the officers, directors, employees and agents) 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 arising out of or incurred in connection with the acceptance or performance of the trusts (including reasonable legal fees and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except expenses) to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to liability arose out of, or was imposed upon any such Person through any breach of the Servicer’s obligations hereunder and under the other Basic Documents, and the negligence, willful misfeasance, misfeasance or bad faith or negligence of the Servicer (except for errors in judgment) in the performance of the Trustee its duties under this Agreement, by reason of breach of its representations, warranties, obligations or the Indenture Trustee as applicable; or (ii) shall arise from the breach duties under this Agreement, or for any violation of law by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust AgreementServicer. (cf) The Servicer Indemnification under this Section 7.02 shall pay any and all taxes levied survive the resignation or assessed upon all or any part removal of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreementtermination of this Agreement with respect to acts of the Servicer prior thereto, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all and shall include reasonable expenses, disbursements fees and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the expenses of counsel and reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasancelitigation. For purposes of this SectionSection 7.02, in the event of the termination of the rights and obligations of the Huntington (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.18.01(a), or a the resignation by the such Servicer pursuant to this AgreementSection 7.06, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and shall include reasonable fees and expenses of counsel and expenses of litigation8.03. 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. (g) Indemnification under this Section 7.02 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement. Sale and Servicing Agreement

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to 45 50 the extent of the obligations specifically undertaken by the Servicer under this Agreement., and hereby agrees to the following: (a) The Servicer shall defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof of any of the a Financed Equipment;Vehicle. (iib) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Basic Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Basic Documents) and costs and expenses in defending against the same;. (iiic) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Basic Document to which it is a party, or by reason of reckless disregard of its obligations and duties under this Agreement; and (iv) the Seller’s Agreement or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notesany other Basic Document to which it is a party. (bd) The Servicer shall indemnify, defend defend, and hold harmless the Owner Trustee and the Indenture Trustee (and their respective officersTrustee, directorsas applicable, employees and agents) from and against all costs, expenses, losses, claims, damages damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and, and in the case of the Trusteeother Basic Documents, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture containedif any, except to the extent that such cost, expense, loss, claim, damage damage, or liability: : (i) shall be due to the willful misfeasance, bad faith faith, or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee Trustee, as applicable; or (ii) relates to any tax other than the taxes with respect to which either the Seller or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable; (iii) in the case of the Owner Trustee, shall arise from the Owner Trustee's breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part Agreement or, in the case of the Trust Estate. (d) The Servicer shall pay Indenture Trustee, from the Indenture Trustee and Trustee's breach of any of its representations or warranties set forth in the Trustee from time to time reasonable compensation for all services rendered Indenture; or (iv) in the case of the Indenture Trustee, shall arise out of or be incurred in connection with the performance by the Indenture Trustee under of the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision duties of law in regard a successor Servicer hereunder. In addition to the compensation of a trustee of an express trust). (e) The Servicer shallforegoing indemnities, except as otherwise expressly provided in if the Indenture Owner Trustee or the Trust Agreement, reimburse either the Indenture Trustee is entitled to indemnification by the Seller pursuant to Section 6.2 and the Seller is unable for any reason to provide such indemnification to the Owner Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s , then the Servicer shall be liable for any indemnification that the Owner Trustee or the Trustee’s, respectively negligence, bad faith or willful misfeasanceIndenture Trustee is entitled to under Section 6.2. For purposes of this SectionSection 7.2, in the event of the termination of the rights and obligations of the Ford Credit (or any successor thereto pursuant to Section 8.3) as Servicer pursuant to Section 8.1, or a resignation by the such Servicer pursuant to this Agreement, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the representations made by the Servicer under this Agreement.: (a) The Servicer shall defendindemnify, indemnify defend and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the NoteholdersSeller, the Certificateholders and Backup Servicer, the Seller (and any of Security Insurer, their respective officers, directors, employees and agents) , and the Securityholders from and against any and all costs, expenses, losses, damages, claims and liabilities, liabilities arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof of any of the a Financed Equipment;Vehicle. (iib) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Backup Servicer, the Security Insurer, 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 Person parties with respect to the transactions contemplated hereinin this Agreement, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale transfer of the Receivables to the Issuing Entity Trust or the issuance and original sale of the Notes and the issuance of the CertificatesSecurities), or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same;. (iiic) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Backup Servicer, the Security Insurer, their respective officers, directors, employees and agents, and the Securityholders 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, 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the First Merchants (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.18.02, or a resignation by the such Servicer pursuant to this Agreement, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 8.28.03. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee any indemnified party or the termination of this Agreement, the Trust Agreement and the Indenture 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. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the representations made by the Servicer under this Agreement.: (a) The Servicer shall defendindemnify, indemnify defend and hold harmless the Issuing EntityPurchaser, Backup Servicer, the TrusteePaying Agent, the Indenture Trustee, the Noteholders, the Certificateholders Custodian and the Seller (and any of their respective officers, directors, employees and agents) agents from and against any and all costs, expenses, losses, damages, claims and liabilities, liabilities arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof of any of the a Financed Equipment;Vehicle. (iib) The Servicer shall indemnify, defend and hold harmless the Purchaser, Backup Servicer, the Paying Agent, the Custodian and their respective officers, directors, agents and employees from and against any taxes that may at any time be asserted against any of such Person parties with respect to the transactions contemplated hereinin this Agreement, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale transfer of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the CertificatesPurchaser), or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same;. (iiic) The Servicer shall indemnify, defend and hold harmless the Purchaser, Backup Servicer, the Paying Agent, the Custodian and their respective officers, directors, employees and agents, 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, or was imposed upon any such Person through the breach of this Agreement or 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the First Merchants (or any successor thereto pursuant to Section 5.03) as Servicer pursuant to Section 8.16.02, or a resignation by the such Servicer pursuant to this Agreement, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer pursuant to Section 8.26.03. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee any indemnifying party or the termination of this Agreement, the Trust Agreement and the Indenture 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. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (ai) The Servicer shall defendindemnify, indemnify defend and hold harmless the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their its officers, directors, employees and agents) , the Trust and the Certificateholders from and against any and all costs, expenses, losses, damages, claims claims, and liabilities, arising out of or resulting from: (i) from the use, ownership ownership, or operation by the Servicer or any Affiliate affiliate thereof of any of the a Financed Equipment;Vehicle. (ii) The Servicer shall indemnify, defend and hold harmless the Trustee, its officers, directors, employees and agents and the Trust from and against any taxes that may at any time be asserted against any such Person the Trustee, its officers, directors, employees or agents or the Trust with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (buttaxes, in the case of the Issuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same;. (iii) The Servicer shall indemnify, defend, and hold harmless the negligenceTrustee, willful misfeasance its officers, directors, employees and agents, the Trust and the Certificateholders from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or bad faith liability arose out of, or was imposed upon the Trustee, the Trust or the Certificateholders through any act or omission of the Servicer in the performance of its duties under this Agreement Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement; and, provided, however, that the Servicer shall not be liable to the Trustee for any portion of any such amount resulting from the willful misconduct, bad faith, or negligence of the Trustee. (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend defend, and hold harmless the Trustee and the Indenture Trustee (and their respective Trustee, its officers, directors, employees and agents) , and the Trust from and against all costs, expenses, losses, claims, damages damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: : (ia) shall be due to the willful misfeasance, bad faith faith, or negligence (except for errors in judgment) of the Trustee or Trustee; (b) relates to any tax other than the Indenture Trustee as applicabletaxes with respect to which the Servicer shall be required to indemnify the Trustee; or (iic) shall arise from the Trustee's breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied 15.13; or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay arise out of or be incurred in connection with the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture acceptance or performance by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination duties of the rights and obligations of the successor Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2hereunder. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and 13.02 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest. This indemnification shall survive the termination of this Agreement or the Trust and the resignation or removal of the Trustee or the Servicer.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (a) The Servicer shall defend, indemnify and hold harmless the Issuing EntityIssuer, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) the use, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same; (iii) 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; and (iv) the Seller’s or the Issuing EntityIssuer’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. Notwithstanding anything herein to the contrary, Sections 7.2(a)(ii), (a)(iv), (b), (c), (d) and (e) shall not apply to the Backup Servicer in its capacity as Successor Servicer. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (a) The Servicer shall defend, indemnify and hold harmless the Issuing EntityIssuer, the Trustee, the Class B Agent, the Indenture Trustee, the Indenture Noteholders, the Class B Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) the use, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Certificates, the Class B Notes and the issuance of the CertificatesIndenture Notes, or asserted with respect to ownership of the Receivables, or federal Federal or other income taxes arising out of distributions on the Certificates Certificates, the Class B Notes or the Indenture Notes) and costs and expenses in defending against the same;; and (iii) 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee, the Indenture Trustee and the Indenture Trustee Class B Agent (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s 's or the Trustee’s's, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (ai) The Servicer shall defend, indemnify indemnify, and hold harmless the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their its officers, directors, employees and agents) , the Trust and the Certificateholders from and against any and all costs, expenses, losses, damages, claims claims, and liabilities, arising out of or resulting from: (i) from the use, ownership ownership, or operation by the Servicer or any Affiliate affiliate thereof of any of the a Financed Equipment;Vehicle. (ii) The Servicer shall indemnify, defend and hold harmless the Trustee, its officers, directors, employees and agents and the Trust from and against any taxes that may at any time be asserted against any such Person the Trustee, its officers, directors, employees or agents or the Trust with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the NotesCertificates) and costs and expenses in defending against the same;. (iii) The Servicer shall indemnify, defend, and hold harmless the Trustee, its officers, directors, employees and agents, the Trust and the Certificateholders 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, or was imposed upon the Trustee, the Trust or the Certificateholders through, the negligence, willful misfeasance misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement; and. This indemnity shall survive the termination of this Agreement or the Trust and the resignation or removal of the Trustee. (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend defend, and hold harmless the Trustee and the Indenture Trustee (and their respective Trustee, its officers, directors, employees and agents) , and the Trust from and against all costs, expenses, losses, claims, damages damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: : (ia) shall be due to the willful misfeasance, bad faith faith, or negligence (except for errors in judgment) of the Trustee Trustee; (b) relates to any tax other than the taxes with respect to which either the Depositor or Servicer shall be required to indemnify the Indenture Trustee as applicableTrustee; or (iic) shall arise from the Trustee's breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. 15.13; (d) The Servicer shall pay be one as to which the Indenture Trustee and Depositor is required to indemnify 44 the Trustee from time to time reasonable compensation for all services rendered by Trustee; or (e) shall arise out of or be incurred in connection with the Indenture Trustee under the Indenture acceptance or performance by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination duties of the rights and obligations of the successor Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2hereunder. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and 13.02 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest. This indemnification shall survive the termination of this Agreement and the removal of the Servicer.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (a) The Servicer shall defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders Noteholders and the Seller (Transferor and any of their the officers, directorsdirectors and agents of the Issuer, employees the Owner Trustee, the Indenture Trustee, and agents) the Transferor from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate (other than the Transferor) thereof of any of the Financed Equipment;. (iib) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Transferor and their respective officers, directors and agents from and against (i) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer or the Transferor, not including any taxes asserted with respect to, and as of the date of, the sale transfer of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal Federal or other income taxes arising out of distributions on the Certificates or the Notes) and (ii) costs and expenses in defending against the same;. (iiic) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Transferor and the Noteholders and any of the officers, directors and agents of the Issuer, the Owner Trustee, the Indenture Trustee and the Transferor from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any 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 Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement; and (iv) the Seller’s Agreement or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale on account of the Notesfailure of the Servicer to be qualified to do business as a foreign corporation or to have obtained a license or approval in any jurisdiction. (bd) The Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (and their respective officers, directors, employees directors and agents) agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein andherein, and in the case of the Owner Trustee, in the Trust Agreement containedAgreement, and, and in the case of the Indenture Trustee, in the Indenture containedIndenture, except to the extent that any such cost, expense, loss, claim, damage or liability: : (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the willful misfeasance, bad faith or negligence of the Indenture Trustee Trustee, as applicable; or or (ii) shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.3 6.03 of the Trust Agreement. (ce) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. (d) The Servicer shall pay , other than any taxes asserted with respect to, and as of the Indenture Trustee and date of, the Trustee from time to time reasonable compensation for all services rendered by transfer of the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard Receivables to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture Issuer or the Trust Agreement, reimburse either the Indenture Trustee Transferor or the Trusteeissuance and original sale of the Notes, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with Federal or other income taxes arising out of distributions on the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasanceNotes. For purposes of this Section, in the event of the termination of the rights and obligations of the MCC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.18.01, or a resignation by the such Servicer pursuant to this Agreement, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 8.28.02. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and . Indemnification under this Section shall include reasonable fees and expenses of counsel and expenses of litigationlitigation if the indemnitee prevails in any action for which indemnification is sought. 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 Agreementhereunder and the representations made by the Servicer herein. (ai) The the Servicer shall defend, indemnify and hold harmless the Issuing Entity, the Trustee, the Indenture TrusteeCustodian, the Noteholders, the Certificateholders Backup Servicer and the Seller (and any of their Seller, including officers, directors, employees and agents) agents of each such entity, and the Trust and the Certificateholders from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership ownership, or operation by the Servicer or any Affiliate thereof of any of the a Financed EquipmentVehicle; (ii) The Seller shall indemnify, defend and hold harmless the Trustee, the Custodian, the Backup Servicer, and the Seller, including officers, directors, employees and agents of each such entity, and the Trust from and against any taxes that may at any time be asserted against any such Person the Trustee, the Custodian, the Backup Servicer, the Trust or the Seller with respect to the transactions contemplated hereinTrust including, including without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same; (iii) the Servicer shall indemnify, defend and hold harmless the Trustee, the Backup Servicer and the Seller, including officers, directors, employees and agents of each such entity, and the Trust and the Certificateholders 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, or was imposed upon the Trustee, the Backup Servicer, the Seller, the Trust or the Certificateholders through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement hereunder or by reason of reckless disregard of its obligations and duties under this Agreementhereunder; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee Trustee, the Backup Servicer and the Indenture Trustee (and Custodian, including their respective officers, directors, employees and agents) , from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein andcontained, contained in the case of the Trustee, Servicing Assumption Agreement or contained in the Trust Agreement containeddocuments contemplated hereby or thereby, and, in the case of the Indenture Trustee, in the Indenture containedif any, except to the extent that such cost, expense, loss, claim, damage or liability: : (iA) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee Trustee; (B) relates to any tax other than the taxes with respect to which the Servicer shall be required to indemnify the Trustee, the Backup Servicer or the Indenture Trustee as applicableCustodian; or or (iiC) shall arise from the Trustee's, the Backup Servicer's or the Custodian's breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement10.12. (cb) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the a Servicer (or any successor thereto pursuant to Section 8.3) as Servicer pursuant to Section 8.19.1, or a resignation by the such Servicer pursuant to this Agreement, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer pursuant to Section 8.29.2. The provisions of this Section 8.2(b) shall in no way affect the survival pursuant to Section 8.2(C) of the indemnification by the Servicer provided by Section 8.2(a). (c) Indemnification under this Section 8.2 shall survive the termination of this Agreement and the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture Servicer 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 from, others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this AgreementAgreement and the other Basic Documents to which it is a party and no implied duties or obligations shall be read into this Agreement against the Servicer. (ai) The Servicer shall defend, indemnify indemnify, and hold harmless the Issuing EntityTrust Collateral Agent, the TrusteeBackup Servicer, the Indenture Trustee, the Noteholders, the Certificateholders Class A Insurer and the Seller (Owner Trustee and any of their respective officers, directors, employees and agents) , and the Trust from and against any and all costs, expenses, losses, damages, claims claims, and liabilities, arising out of or resulting from: (i) from the use, ownership ownership, or operation by the Servicer or any Affiliate thereof of any of the a Financed Equipment;Vehicle. (ii) The Servicer shall indemnify, defend, and hold harmless the Trust Collateral Agent, the Indenture Trustee, the Owner Trustee, the Backup Servicer, the Class A Insurer and their respective officers, directors, employees and agents, and the Trust from and against any taxes that may at any time be asserted against any such Person them with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables Dealer Loans to the Issuing Entity Trust or the issuance and original sale of the Notes and the issuance of the CertificatesClass A Notes, or asserted with respect to ownership of the ReceivablesDealer Loans, or federal or other income taxes arising out of distributions on the Certificates or the Notestransactions contemplated by this Agreement) and costs and expenses in defending against the same;. (iii) The Servicer shall indemnify, defend, and hold harmless the Trust, the Backup Servicer, the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee, the Class A Insurer, the Swap Counterparty and each of their respective officers, directors, employees and agents, and the Class A Noteholders 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, or was imposed upon such party through the breach by the Servicer of its obligations under this Agreement or any other Basic Document to which it is a party, in its capacity as Servicer, the negligence, willful misfeasance misconduct or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement; andany other Basic Document to which it is a party. (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend defend, and hold harmless the Trustee and Trust Collateral Agent, the Indenture Trustee (Trustee, the Owner Trustee, the Class A Insurer, the Backup Servicer and each of their respective officers, directors, employees and agents) agents from and against all costs, expenses, losses, claims, damages damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, andexcept, in with respect to the case of the Indenture Trusteeany such indemnified party, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage damage, or liability: : (ia) shall be due to the willful misfeasancemisconduct, bad faith, or negligence (or, in the case of the Owner Trustee, gross negligence) of such indemnified party; (b) shall arise from such indemnified party’s breach of any of its representations or warranties in any material respect set forth in the Indenture; or (c) as to the Trust Collateral Agent, shall arise out of or be incurred in connection with the performance by the Trust Collateral Agent of the duties of successor Servicer hereunder. (v) The Servicer shall indemnify, defend, and hold harmless, the Indenture Trustee, the Owner Trustee, the Class A Insurer and each of their officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained in the Trust Agreement, except, as to any such party, to the extent that such cost, expense, loss, claim, damage, or liability: (a) shall be due to the willful misconduct, bad faith or negligence (except for errors or in judgmentthe case of the Owner Trustee, gross negligence) of the Trustee such party; or the Indenture Trustee as applicable; or (iib) shall arise from the such breach by the Trustee of any of its representations or warranties set forth in the Trust Agreement. The Servicer agrees to the indemnification set forth in Section 7.3 8.2 of the Trust Agreement, which provisions are incorporated by reference herein. (cvi) The Servicer shall pay any indemnify, defend, and hold harmless, the Backup Servicer and its officers, directors, employees and agents from and against all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee costs, expenses, losses, claims, damages, and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard liabilities to the compensation of a trustee of an express trust). (e) The Servicer shallextent that such cost, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement claim, damage, or advance as may be attributable to liability arose out of, or was imposed upon the Indenture Trustee’s Backup Servicer resulting from the acts or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations omissions of the Servicer pursuant in the performance of its duties in its capacity as Servicer under this Agreement or any other Basic Document to Section 8.1, or which it is a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2party. Indemnification under this Section by the Servicer, with respect to the period such Person was (or was deemed to be) the Servicer, shall survive the termination of such Person as Servicer or a resignation or removal of the Trustee or the Indenture Trustee or by such Person as Servicer as well as the termination of this Agreement, the Trust Agreement and the Indenture and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest. For purposes of this Section 7.02, in the event of the termination of the rights and obligations of the Servicer (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.01, a non-renewal of the servicing term referred to in Section 4.01(a) or a resignation by such Servicer pursuant to this Agreement, such Servicer shall remain the Servicer until a successor Servicer has accepted its appointment pursuant to Section 8.02. The provisions of this paragraph shall in no way affect the survival pursuant to the preceding paragraph of the indemnification by the Servicer. Notwithstanding any other provision of this Agreement, the obligations of the Servicer described in this Section shall not terminate or be deemed released upon the resignation or termination of the Servicer and shall survive any termination of this Agreement to the extent that such obligations arise from the Servicer’s actions hereunder while acting as Servicer.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (ai) The Servicer shall defend, indemnify indemnify, and hold harmless the Issuing Entity, the TrusteeOwner Trustee (in its individual and trust capacities), the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) , the Trust, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, damages, claims claims, and liabilities, arising out of or resulting from: (i) from the use, ownership ownership, or operation by the Servicer or any Affiliate affiliate thereof of any of the a Financed Equipment;Vehicle. 40 (ii) The Servicer shall indemnify, defend and hold harmless the Owner Trustee (in its individual and trust capacities), the Indenture Trustee, their officers, directors, employees and agents and the Trust from and against any taxes that may at any time be asserted against any such Person parties with respect to the transactions contemplated herein, including including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityTrust, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Trust or the issuance and original sale of the Notes and Certificate, the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates Certificate or the Notes) and costs and expenses in defending against the same;. (iii) The Servicer shall indemnify, defend, and hold harmless the Owner Trustee (in its individual and trust capacities), the Indenture Trustee, the Insurer, their officers, directors, employees and agents, and the Trust, the Certificateholder and the Noteholders from and against any and all costs, expenses, losses, claims, actions, suits, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such parties through, the negligence, willful misfeasance misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement; and. This indemnity shall survive the termination of this Agreement or the Trust and the resignation or removal of the Owner Trustee. (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend defend, and hold harmless the Owner Trustee (in its individual and trust capacities), the Indenture Trustee (and Trustee, their respective officers, directors, employees and agents) agents and the Trust from and against all costs, expenses, losses, claims, damages damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, contained and contained in the Indenture containedand the Basic Documents, except to the extent that such cost, expense, loss, claim, damage or liability: : (ia) shall be due to the willful misfeasance, bad faith faith, or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee; (b) relates to any tax other than the taxes with respect to which either the Seller or Servicer shall be required to indemnify the Owner Trustee as applicableor the Indenture Trustee; or (iic) shall arise from the breach by the Trustee of any of its the representations or warranties of the Owner Trustee set forth in Section 7.3 15.13 or by the Indenture Trustee set forth in Section 6.13 of the Trust AgreementIndenture; (d) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee under the Agreement and the Seller has paid such indemnity claim; or (e) shall arise out of or be incurred in connection with the acceptance or performance by the Owner Trustee of the duties of successor Servicer. (cv) The Servicer shall agrees to pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay to the Indenture Trustee and the Trustee from time to time reasonable such compensation for all services rendered by as the Servicer or Issuer and the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard have agreed to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (a) The Servicer shall defend, indemnify and hold harmless the Issuing EntityIssuer, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) the use, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Notes and Certificates, the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal Federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same; (iii) 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; and (iv) the Seller’s or the Issuing EntityIssuer’s violation of federal Federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (a) The Servicer shall defend, indemnify and hold harmless the Issuing EntityIssuer, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) the use, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Notes and Certificates, the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal Federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same; (iii) 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; and (iv) the Seller’s 's or the Issuing Entity’s Issuer's violation of federal Federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s 's or the Trustee’s's, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section SECTION 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer pursuant to Section SECTION 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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 and the representations made by the Servicer under this AgreementAgreement and the other Basic Documents. (ab) The Servicer shall defend, indemnify and hold harmless the Issuing Entity, the Trustee, Owner Trustee and the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (Trustee and any of their the officers, directors, employees and agents) agents of each such Person from and against any and all costscosts (including reasonable legal fees and expenses), expenses, losses, damages, claims and liabilitiesliabilities (including servicing, underwriting or realization issues (including with respect to violations of consumer protection laws)) arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, excluding any losses incurred solely in connection with the sale of any repossessed Financed Vehicles in a commercially reasonable manner and in compliance with the terms of this Agreement. (c) The Servicer shall indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, and any of the Financed Equipment; (ii) officers, directors, employees and agents of each such Person, from and against any taxes that may at any time be asserted against any of such Person parties with respect to the transactions contemplated hereinin this Agreement, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, but not including (i) any federal, state or other income taxes, (ii) any general corporation or franchise taxes, or (iii) any taxes asserted with respect to, and as to the transfer of the date of, the sale of the Receivables Conveyed Assets to the Issuing Entity or the issuance and original sale of the Notes Notes), and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and any costs and expenses in defending against the same;same (including Sale and Servicing Agreement reasonable legal fees and expenses). For the avoidance of doubt, the Servicer will not indemnify any Person for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of any Loan Obligor and for which reimbursement would constitute recourse for uncollectible Loans. (iiid) The Servicer shall indemnify the negligenceIndenture Trustee and the Owner Trustee, willful misfeasance and their respective officers, directors, employees and agents, from and against any loss, liability, expense, damage or bad faith injury (including reasonable legal fees and expenses) arising out of or incurred in connection with (x) in the case of the Servicer in Indenture Trustee, the Indenture Trustee’s performance of its duties under this the Indenture, (y) in the case of the Owner Trustee, the Owner Trustee’s performance of its duties under the Trust Agreement or by reason (z) the acceptance, administration or performance by, or action or inaction of, the Indenture Trustee or the Owner Trustee, as applicable, of reckless disregard the trusts and duties contained in the Basic Documents, except in each case to the extent that such loss, liability, expense, damage or injury suffered: (A) is due to the willful misconduct, bad faith or negligence of the Person seeking to be indemnified; (B) to the extent otherwise payable to the Indenture Trustee, arises from the Indenture Trustee’s breach of any of its obligations and duties representations or warranties under this the Indenture; (C) to the extent otherwise payable to the Owner Trustee, arises from the Owner Trustee’s breach of any of its representations or warranties set forth under the Trust Agreement; and or (ivD) shall arise out of or be incurred as a result of the Seller’s negligence or willful misconduct of the Issuing Entity’s violation of federal or State securities laws Indenture Trustee in connection with the offering or sale its performance of the Notesduties of successor Servicer hereunder should the Indenture Trustee accept such duties. (be) The Servicer shall indemnify, defend and hold harmless the Trustee and Issuing Entity, the Owner Trustee, the Indenture Trustee (Trustee, and their respective any of the officers, directors, employees and agents) 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 arising out of or incurred in connection with the acceptance or performance of the trusts (including reasonable legal fees and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except expenses) to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to liability arose out of, or was imposed upon any such Person through any breach of the Servicer’s obligations hereunder and under the other Basic Documents, and the negligence, willful misfeasance, misfeasance or bad faith or negligence of the Servicer (except for errors in judgment) in the performance of the Trustee its duties under this Agreement, by reason of breach of its representations, warranties, obligations or the Indenture Trustee as applicable; or (ii) shall arise from the breach duties under this Agreement, or for any violation of law by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust AgreementServicer. (cf) The Servicer Indemnification under this Section 7.02 shall pay any and all taxes levied survive the resignation or assessed upon all or any part removal of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreementtermination of this Agreement with respect to acts of the Servicer prior thereto, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all and shall include reasonable expenses, disbursements fees and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the expenses of counsel and reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasancelitigation. For purposes of this SectionSection 7.02, in the event of the termination of the rights and obligations of the Huntington (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.18.01(a), or a the resignation by the such Servicer pursuant to this AgreementSection 7.06, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and shall include reasonable fees and expenses of counsel and expenses of litigation8.03. 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. Sale and Servicing Agreement (g) Indemnification under this Section 7.02 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (a) 1. The Servicer shall defend, indemnify and hold harmless the Issuing EntityIssuer, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (ia) the use, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (iib) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Notes and Certificates, the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal Federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same;; and (iiic) 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) 2. The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (ia) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (iib) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) 3. The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) 4. The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) 5. The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s 's or the Trustee’s's, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (a) The Servicer shall defendindemnify, indemnify defend and hold harmless the Issuing EntityIssuer, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders Transferor and the Seller (Noteholders and any of their the officers, directorsdirectors and agents of the Issuer, employees the Trustee and agents) the Transferor from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate (other than the Transferor) thereof of any of the Financed Equipment;. (iib) The Servicer shall indemnify, defend and hold harmless the Issuer, the Trustee and the Transferor and their respective officers, directors and agents from and against (i) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer or the Transferor, not including any taxes asserted with respect to, and as of the date of, the sale transfer of the Receivables Contracts to the Issuing Entity Issuer or the issuance and original sale of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal Federal or other income taxes arising out of distributions on the Certificates or the Notes) and (ii) costs and expenses in defending against the same;. (iiic) The Servicer shall indemnify, defend and hold harmless the Issuer, the Trustee, the Transferor and the Noteholders and any of the officers, directors and agents of the Issuer, the Trustee and the Transferor from and against any and all costs, expenses, 41 47 losses, claims, damages and liabilities to the extent that any 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 Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement; and (iv) the Seller’s Agreement or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale on account of the Notesfailure of the Servicer to be qualified to do business as a foreign corporation or to have obtained a license or approval in any jurisdiction. (bd) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agentsagents (which are retained pursuant to the Indenture or this Agreement) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein andherein, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture containedIndenture, except to the extent that any such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreementliability is otherwise reimbursed. (ce) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay , other than any taxes asserted with respect to, and as of the Indenture Trustee and date of, the Trustee from time to time reasonable compensation for all services rendered by transfer of the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard Contracts to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture Issuer or the Trust Agreement, reimburse either the Indenture Trustee Transferor or the Trusteeissuance and original sale of the Notes, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with Federal or other income taxes arising out of distributions on the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasanceNotes. For purposes of this Section, in the event of the termination of the rights and obligations of the Advanta Bank Corp. (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.18.01, or a resignation by the such Servicer pursuant to this Agreement, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Trustee) pursuant to Section 8.28.02. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and . Indemnification under this Section shall include reasonable fees and expenses of counsel and expenses of litigationlitigation if the indemnitee prevails in any action for which indemnification is sought. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (a) The Servicer shall defend, indemnify and hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (Depositor and any of their the officers, directorsdirectors and agents of the Issuing Entity, employees the Owner Trustee, the Indenture Trustee and agents) the Depositor from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate (other than the Depositor or the Issuing Entity) thereof of any of the Financed Transaction Equipment;. (iib) The Servicer shall indemnify, defend and hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee and the Depositor and their respective officers, directors and agents from and against (i) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityEntity or the Depositor, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes Certificates and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal Federal or other income taxes arising out of distributions on the Certificates or the Notes) and (ii) costs and expenses in defending against the same;. (iiic) The Servicer shall indemnify, defend and hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor, the Certificateholders and the Noteholders and any of the officers, directors and agents of the Issuing Entity, the Owner Trustee, the Indenture Trustee and the Depositor from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any 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 Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement; and (iv) the Seller’s Agreement or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale on account of the Notesfailure of the Servicer to be qualified to do business as a foreign corporation or to have obtained a license or approval in any jurisdiction. (bd) The Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee (and their respective officers, directors, employees directors and agents) agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein andherein, and in the case of the Owner Trustee, in the Trust Agreement containedAgreement, and, and in the case of the Indenture Trustee, in the Indenture containedIndenture, except to the extent that any such cost, expense, loss, claim, damage or liability: : (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee Trustee, as applicable; or or (ii) shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.3 7.03 of the Trust Agreement. (ce) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate. (d) The Servicer shall pay , other than any taxes asserted with respect to, and as of the Indenture Trustee date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificates and the Trustee from time to time reasonable compensation Notes, or Federal or other income taxes imposed on the Issuing Entity because of its classification or reclassification for all services rendered by tax purposes, or Federal or other income taxes arising out of distributions on the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture Certificates or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasanceNotes. For purposes of this Section, in the event of the termination of the rights and obligations of the CFSC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.18.01, or a resignation by the such Servicer pursuant to this Agreement, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 8.28.02. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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. 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 under this Agreement.Servicer. Such obligations shall include the following: (a) The Servicer shall defend, indemnify and hold harmless the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders Purchaser and the Seller (and any of their officers, directors, employees and agents) Master Servicer from and against any and all costs, expenses, losses, damages, claims and liabilities, liabilities arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed EquipmentVehicle; (iib) The Servicer shall indemnify, defend and hold harmless the Purchaser and the Master Servicer from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinin this Agreement, including including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the CertificatesPurchaser, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on hereunder, or any fees or other compensation payable to the Certificates or the NotesPurchaser) and costs and expenses in defending against the same; (iiic) The Servicer shall indemnify, defend and hold harmless the Purchaser and the Master Servicer 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, or was imposed upon the Purchaser or the Master Servicer 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (bd) The Servicer shall indemnify, defend defend, and hold harmless the Trustee Purchaser and the Indenture Trustee (and their respective officers, directors, employees and agents) Master Servicer from and against any and all costs, expensesexpense, losses, claims, damages damages, and liabilities arising out of any breach in a material respect of any representation or incurred warranty of the Servicer in this Agreement, or in any Schedule, Exhibit, written statement or certificate furnished by Servicer pursuant to this Agreement; provided, however, that the Servicer shall not be so required to indemnify the Purchaser or the Master Servicer or otherwise be liable to the Purchaser or the Master Servicer hereunder for any losses (i) resulting from the performance of the Receivables in connection with the acceptance or performance exercise of remedies following the trusts and duties herein and, in the case occurrence of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, servicing termination (except to the extent that any such costlosses are attributable to any breach by Servicer of any representation, expensewarranty or covenant made by it in relation to any such Receivable), loss, claim, damage or liability: (iii) shall be due to arising from the Purchaser’s or the Master Servicer’s willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and 5.2 shall include reasonable fees and expenses of external counsel and expenses of litigation. If the Servicer shall have has made any indemnity payments pursuant to this Section 5.2 and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts collected to the Servicer, without interest.

Indemnities of Servicer. The Initial Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement. , and hereby agree to the following: (a) The Initial Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the TrusteeBackup Servicer (including in its capacity as Successor Servicer), the Owner Trustee (including in its individual capacity), the Indenture Trustee, the Noteholders, the Certificateholders Trustee (including in its individual capacity) and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Backup Servicer, the Paying Agent or the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the indemnifying party), losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub - contractor hired by the Initial Servicer or such Affiliate of any of a Financed Vehicle. (b) The Issuer, the Financed Equipment; Backup Servicer (iiincluding in its capacity as Successor Servicer), the Owner Trustee (including in its individual capacity), the Paying Agent (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Transaction Documents) and costs and expenses in defending against the same; . For the avoidance of doubt, the Initial Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be payable (iiii) to the Indenture Trustee, the Backup Servicer, the Paying Agent and the Owner Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available Funds available therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer. 751008784 22727759 25 Sale and Servicing Agreement (ACMAT 2023 - 1) (c) The Initial Servicer will indemnify, defend and hold harmless the Issuer, the Backup Servicer (including in its capacity as Successor Servicer), the Paying Agent (including in its individual capacity), the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Seller 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; and (iv) provided , however , that the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all will not indemnify for any costs, expenses, losses, claims, damages and or liabilities arising out from its breach of or incurred in connection with any covenant for which the acceptance or performance purchase of the trusts affected Receivables is specified as the sole remedy pursuant to Section 3.6 . (d) The Issuer or, if applicable, the Initial Servicer will compensate and duties herein andindemnify the Backup Servicer (including in its capacity as Successor Servicer), the Calculation Agent (including in its individual capacity), the case of Paying Agent (including in its individual capacity), the Trustee, Indenture Trustee (including in its individual capacity) and the Trust Agreement contained, and, Owner Trustee (including in its individual capacity) to the case extent and subject to the conditions set forth in Section 6.7 of the Indenture Trusteeand Section 8.2 of the Trust Agreement, in as applicable, except, with respect to the Indenture containedBackup Servicer, except to the extent that such any cost, expense, loss, claim, damage or liability: (i) shall be due to liability arises out of or is incurred in connection with the willful misfeasance, bad faith or negligence (except for errors in judgment) performance by the Backup Servicer of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation duties of a trustee of an express trust). successor Servicer hereunder. (e) The Servicer shall, except as otherwise expressly provided in the Indenture Indemnification under this Section 6.2 by America’s Car Mart (or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer successor thereto pursuant to Section 8.17.1 ) as Servicer, with respect to the period such Person was the Servicer, will survive the termination or assignment of such Person as Servicer or a resignation by such Person as Servicer as well as the Servicer pursuant to termination or assignment of this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive Agreement or the resignation or removal of the Trustee Owner Trustee, the Backup Servicer, the Paying Agent or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and shall will include reasonable fees and expenses of counsel and expenses of litigation. If either the Issuer or the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicersuch party, without interest.. SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer . Any entity (i) into which the Servicer may be merged or converted or with which it may be consolidated, to which it may sell or transfer its business and assets as a whole or substantially as a whole or any entity resulting from any merger, sale, transfer, conversion, conveyance or consolidation to which the Servicer shall be a party, or any entity succeeding to the business of the Servicer or (ii) of which more than 50% of the voting stock or voting power and 50% or more of the economic equity is owned directly or indirectly by America’s Car - Mart, Inc. and which executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement, in each case, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Limitation on Liability of Servicer and Others .Neither the Servicer nor any of the directors or officers or employees or agents of the

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (a) The Servicer shall defend, indemnify and hold harmless the Issuing EntityIssuer, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) the use, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Notes and Certificates, the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same; (iii) 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; and (iv) the Seller’s or the Issuing EntityIssuer’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement containedAgreement, and, in the case of the Indenture Trustee, in the Indenture containedIndenture, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. Notwithstanding anything herein to the contrary, Sections 7.2(a)(ii), (iv), (b), (c), (d) and (e) shall not apply to the Backup Servicer in its capacity as Successor Servicer. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. The indemnification obligations of any Servicer that resigns or whose rights and obligations are terminated pursuant to Section 8.1 shall survive such resignation or termination to the extent, and only to the extent, any costs, expenses, losses, damages, claims and liabilities were incurred solely as a result of any actions taken (or not taken) by, or events solely in the control of, such predecessor Servicer. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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. The Initial Servicer shall and the Issuer will be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the Issuer, respectively, under this Agreement. , and hereby agree to the following: (a) The Initial Servicer shall will defend, indemnify and hold harmless the Issuing EntityIssuer, the TrusteeBackup Servicer (including in its capacity as Successor Servicer), the Owner Trustee (including in its individual capacity), the Indenture Trustee, the Noteholders, the Certificateholders Trustee (including in its individual capacity) and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expensesexpenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or part, of any claim that the Backup Servicer, the Paying Agent or the Indenture Trustee breached its standard of care and legal fees and expenses incurred in actions against the 753507386 23738694 24 Sale and Servicing Agreement (ACMAT 2023 - 2) indemnifying party), losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof or any sub - contractor hired by the Initial Servicer or such Affiliate of any of a Financed Vehicle . (b) The Issuer, the Financed Equipment; Backup Servicer (iiincluding in its capacity as Successor Servicer), the Owner Trustee (including in its individual capacity), the Paying Agent (including in its individual capacity) and the Indenture Trustee (including in its individual capacity) shall be indemnified, defended and held harmless from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Transaction Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale sales of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Transaction Documents) and costs and expenses in defending against the same; . For the avoidance of doubt, the Initial Servicer will not indemnify for any costs, expenses, losses, claims, damages or liabilities due to the credit risk of the Obligors and for which reimbursement would constitute recourse for uncollectible Receivables. Amounts payable pursuant to this Section 6.2(b) shall be payable (iiii) to the Indenture Trustee, the Backup Servicer, the Paying Agent and the Owner Trustee pursuant to Section 4.4(a) hereof or Section 5.4(b) of the Indenture, as applicable (to the extent of Available Funds available therefor), and, to the extent not paid thereunder, by the Servicer, and (ii) to the Issuer by the Servicer. (c) The Initial Servicer will indemnify, defend and hold harmless the Issuer, the Backup Servicer (including in its capacity as Successor Servicer), the Paying Agent (including in its individual capacity), the Owner Trustee (including in its individual capacity), the Indenture Trustee (including in its individual capacity) and the Seller 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Transaction Document to which it is a party, or by reason of its failure to perform its obligations or of reckless disregard of its obligations and duties under this AgreementAgreement or any other Transaction Document to which it is a party; and (iv) provided , however , that the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all will not indemnify for any costs, expenses, losses, claims, damages and or liabilities arising out from its breach of or incurred in connection with any covenant for which the acceptance or performance purchase of the trusts affected Receivables is specified as the sole remedy pursuant to Section 3.6 . (d) The Issuer or, if applicable, the Initial Servicer will compensate and duties herein andindemnify the Backup Servicer (including in its capacity as Successor Servicer), the Calculation Agent (including in its individual capacity), the case of Paying Agent (including in its individual capacity), the Trustee, Indenture Trustee (including in its individual capacity) and the Trust Agreement contained, and, Owner Trustee (including in its individual capacity) to the case extent and subject to the conditions set forth in Section 6.7 of the Indenture Trusteeand Section 8.2 of the Trust Agreement, in as applicable, except, with respect to the Indenture containedBackup Servicer, except to the extent that such any cost, expense, loss, claim, damage or liability: (i) shall be due to liability arises out of or is incurred in connection with the willful misfeasance, bad faith or negligence (except for errors in judgment) performance by the Backup Servicer of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee duties of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The a successor Servicer shall pay any hereunder. 753507386 23738694 25 Sale and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Servicing Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). ACMAT 2023 - 2) (e) The Servicer shall, except as otherwise expressly provided in the Indenture Indemnification under this Section 6.2 by America’s Car Mart (or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer successor thereto pursuant to Section 8.17.1 ) as Servicer, with respect to the period such Person was the Servicer, will survive the termination or assignment of such Person as Servicer or a resignation by such Person as Servicer as well as the Servicer pursuant to termination or assignment of this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive Agreement or the resignation or removal of the Trustee Owner Trustee, the Backup Servicer, the Paying Agent or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and shall will include reasonable fees and expenses of counsel and expenses of litigation. If either the Issuer or the Servicer shall have has made any indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall will promptly repay such amounts to the Servicersuch party, without interest. SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer . Any entity (i) into which the Servicer may be merged or converted or with which it may be consolidated, to which it may sell or transfer its business and assets as a whole or substantially as a whole or any entity resulting from any merger, sale, transfer, conversion, conveyance or consolidation to which the Servicer shall be a party, or any entity succeeding to the business of the Servicer or (ii) of which more than 50% of the voting stock or voting power and 50% or more of the economic equity is owned directly or indirectly by America’s Car - Mart, Inc. and which executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement, in each case, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Limitation on Liability of Servicer and Others .Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer will be under any liability to the Issuer, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as provided under this Agreement or the other Transaction Documents, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision will not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on any Opinion of Counsel or on any Officer’s Certificate of the Seller or certificate of auditors believed to be genuine and to have been signed by the proper party in respect of any matters arising under this Agreement.Except as provided in this Agreement, the Servicer will not be under any obligation to appear in, prosecute, or defend any legal action that is not incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided , however , that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Servicer. Notwithstanding the foregoing, if the Initial Servicer has been replaced as Servicer hereunder, any expenses or fees payable by the Servicer pursuant to this clause (b) shall be reimbursable by the Issuer in accordance with Section 4.4(a) of this Agreement or Section 5.4(b) of the Indenture, as applicable.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the representations made by the Servicer under this Agreement.: (a) The Servicer shall defendindemnify, indemnify defend and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders Securityholders and the Seller (Depositor and any of their the officers, directors, employees and agents) agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, damages, claims and liabilities, liabilities arising out of or resulting from: (i) 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 Financed Equipment;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 Person parties with respect to the transactions contemplated hereinin this Agreement, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes, including franchise taxes arising out of distributions on the Certificates or the Notes) ), and any reasonable costs and expenses in defending against the same;. (iiic) 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 costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the BMW FS (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.18.02, or a the resignation by the such Servicer pursuant to this Agreement, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 8.28.03. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee Servicer or the termination of this AgreementAgreement with respect to acts of the Servicer prior thereto, the Trust Agreement and the Indenture and shall include reasonable fees and expenses of counsel and reasonable expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (a) The Servicer shall defendindemnify, indemnify defend and hold harmless the Issuing EntityIssuer, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders Transferor and the Seller (Noteholders and any of their the officers, directorsdirectors and agents of the Issuer, employees the Trustee and agents) the Transferor from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate (other than the Transferor) thereof of any of the Financed Equipment;. (iib) The Servicer shall indemnify, defend and hold harmless the Issuer, the Trustee and the Transferor and their respective officers, directors and agents from and against (i) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing EntityIssuer or the Transferor, not including any taxes asserted with respect to, and as of the date of, the sale transfer of the Receivables Contracts to the Issuing Entity Issuer or the issuance and original sale of the Notes and the issuance of the CertificatesNotes, or asserted with respect to ownership of the Receivables, or federal Federal or other income taxes arising out of distributions on the Certificates or the Notes) and (ii) costs and expenses in defending against the same;. (iiic) The Servicer shall indemnify, defend and hold harmless the Issuer, the Trustee, the Transferor and the Noteholders and any of the officers, directors and agents of the Issuer, the Trustee and the Transferor from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any 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 Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement; and (iv) the Seller’s Agreement or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale on account of the Notesfailure of the Servicer to be qualified to do business as a foreign corporation or to have obtained a license or approval in any jurisdiction. (bd) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agentsagents (which are retained pursuant to the Indenture or this Agreement) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein andherein, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture containedIndenture, except to the extent that any such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreementliability is otherwise reimbursed. (ce) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay , other than any taxes asserted with respect to, and as of the Indenture Trustee and date of, the Trustee from time to time reasonable compensation for all services rendered by transfer of the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard Contracts to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture Issuer or the Trust Agreement, reimburse either the Indenture Trustee Transferor or the Trusteeissuance and original sale of the Notes, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with Federal or other income taxes arising out of distributions on the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasanceNotes. For purposes of this Section, in the event of the termination of the rights and obligations of the Advanta Bank Corp. (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.18.01, or a resignation by the such Servicer pursuant to this Agreement, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer (other than the Trustee) pursuant to Section 8.28.02. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and . Indemnification under this Section shall include reasonable fees and expenses of counsel and expenses of litigationlitigation if the indemnitee prevails in any action for which indemnification is sought. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (a) The Servicer shall defend, indemnify and hold harmless the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) the use, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same; (iii) 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee and the Indenture Trustee (and their respective officers, directors, employees and agents) from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture 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 Agreementhereunder and the representations made by the Servicer herein. (ai) The the Servicer shall defend, indemnify and hold harmless the Issuing Entity, the Trustee, the Indenture TrusteeCustodian, the Noteholders, the Certificateholders Backup Servicer and the Seller (and any of their Seller, including officers, directors, employees and agents) agents of each such entity, and the Trust and the Certificateholders from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership ownership, or operation by the Servicer or any Affiliate thereof of any of the a Financed EquipmentVehicle; (ii) The Seller shall indemnify, defend and hold harmless the Trustee, the Custodian, the Backup Servicer, and the Seller, including officers, directors, employees and agents of each such entity, and the Trust from and against any taxes that may at any time be asserted against any such Person the Trustee, the Custodian, the Backup Servicer, the Trust or the Seller with respect to the transactions contemplated hereinTrust including, including without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Certificates or the Notes) and costs and expenses in defending against the same; (iii) the Servicer shall indemnify, defend and hold harmless the Trustee, the Backup Servicer and the Seller, including officers, directors, employees and agents of each such entity, and the Trust and the Certificateholders 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, or was imposed upon the Trustee, the Backup Servicer, the Seller, the Trust or the Certificateholders through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement hereunder or by reason of reckless disregard of its obligations and duties under this Agreementhereunder; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (b) The Servicer shall indemnify, defend and hold harmless the Trustee Trustee, the Backup Servicer and the Indenture Trustee (and Custodian, including their respective officers, directors, employees and agents) , from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein andcontained, contained in the case of the Trustee, Servicing Assumption Agreement or contained in the Trust Agreement containeddocuments contemplated hereby or thereby, and, in the case of the Indenture Trustee, in the Indenture containedif any, except to the extent that such cost, expense, loss, claim, damage or liability: : (iA) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee Trustee; (B) relates to any tax other than the taxes with respect to which the Servicer shall be required to indemnify the Trustee, the Backup Servicer or the Indenture Trustee as applicableCustodian; or or (iiC) shall arise from the Trustee's, the Backup Servicer's or the Custodian's breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement10.12. (cb) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). (e) The Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the a Servicer (or any successor thereto pursuant to Section 8.3) as Servicer pursuant to Section 8.19.1, or a resignation by the such Servicer pursuant to this Agreement, the such Servicer shall be deemed to be the Servicer pending appointment of a Successor successor Servicer pursuant to Section 8.29.2. The provisions of this Section 8.2(b) shall in no way affect the survival pursuant to Section 8.2(c) of the indemnification by the Servicer provided by Section 8.2(a). (c) Indemnification under this Section 8.2 shall survive the termination of this Agreement and the resignation or removal of the Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture Servicer and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement., and hereby agrees to the following: (a) The Servicer shall defend, indemnify and hold harmless the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (and any of their officers, directors, employees and agents) from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from: (i) from the use, ownership or operation by the Servicer or any Affiliate thereof of any of the a Financed Equipment;Vehicle. (iib) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinherein or in the other Basic Documents, including if any, including, without limitation, any sales, gross receipts, general corporation, tangible personal property, privilege privilege, or license taxes (but, in the case of the Issuing EntityIssuer, not including any taxes asserted with respect to, and as of the date of, the sale conveyance of the Receivables to the Issuing Entity Issuer or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal or other Applicable Tax State income taxes arising out of distributions on the Certificates or transactions contemplated by this Agreement and the Notesother Basic Documents) and costs and expenses in defending against the same;. (iiic) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller 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, or was imposed upon any such Person through, the negligence, willful misfeasance misfeasance, or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under this Agreement or any other Basic Document to which it is a party, or by reason of reckless disregard of its obligations and duties under this Agreement; and (iv) the Seller’s Agreement or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notesany other Basic Document to which it is a party. (bd) The Servicer shall indemnify, defend defend, and hold harmless the Owner Trustee and the Indenture Trustee (and their respective officersTrustee, directorsas applicable, employees and agents) from and against all costs, expenses, losses, claims, damages damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and, and in the case of the Trusteeother Basic Documents, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture containedif any, except to the extent that such cost, expense, loss, claim, damage damage, or liability: : (i) shall be due to the willful misfeasance, bad faith faith, or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee Trustee, as applicable; or (ii) relates to any tax other than the taxes with respect to which either the Seller or the Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable; (iii) in the case of the Owner Trustee, shall arise from the Owner Trustee's breach by the Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part Agreement or, in the case of the Trust Estate. (d) The Servicer shall pay Indenture Trustee, from the Indenture Trustee and Trustee's breach of any of its representations or warranties set forth in the Trustee from time to time reasonable compensation for all services rendered Indenture; or (iv) in the case of the Indenture Trustee, shall arise out of or be incurred in connection with the performance by the Indenture Trustee under of the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation duties of a trustee of an express trust). (e) The successor Servicer shall, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the Trustee, respectively, upon its request for all reasonable expenses, disbursements and advances incurred or made in accordance with the Indenture or the Trust Agreement, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasancehereunder. For purposes of this SectionSection 7.2, in the event of the termination of the rights and obligations of the Ford Credit (or any successor thereto pursuant to Section 8.2) as Servicer pursuant to Section 8.1, or a resignation by the such Servicer pursuant to this Agreement, the such Servicer shall be deemed to continue to be the Servicer pending appointment of a Successor successor Servicer (other than the Indenture Trustee) pursuant to Section 8.2. Indemnification under this Section 7.2 by Ford Credit (or any successor thereto pursuant to Section 8.2) as Servicer, with respect to the period such Person was (or was deemed to be) the Servicer, shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement, the Trust Agreement and the Indenture and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity indemni- ty payments pursuant to this Section 7.2 and the Person to or on behalf of whom such payments are made recipient thereafter collects any of such amounts from others, such Person the recipient shall promptly repay such amounts to the Servicer, without interest.

Indemnities of Servicer. The (a) Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. (ab) The Servicer shall defendindemnify, indemnify defend and hold harmless the Issuing EntityTrustee, Seller, the Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Seller (Holders and any of their the officers, directors, employees and agents) agents of Trustee or Seller from and against any and all costs, expenses, losses, damagesclaims, claims damages and liabilities, liabilities (including reasonable attorneys' fees and expenses) to the extent arising out of, or imposed upon any such Person through, the gross negligence, willful misfeasance or bad faith (other than errors in judgment) of Servicer in the performance of its obligations and duties under this Agreement or resulting from:in the performance of the obligations and duties of any subservicer under any subservicing agreement. (ic) the useServicer shall indemnify, ownership or operation by the Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) defend and hold harmless Trustee and its officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated hereinin this Agreement or in the other Related Agreements, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege privilege, or license taxes, or any taxes of any kind which may be asserted (but, in the case of the Issuing Entity, but not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Notes and the issuance of the Certificates, or asserted with respect to ownership of the Receivables, or federal Federal or other income taxes arising out of distributions on transactions contemplated by this Agreement and the Certificates or other Related Agreements) against the Notes) Trust, and costs and expenses in defending against the same; (iii) 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; and (iv) the Seller’s or the Issuing Entity’s violation of federal or State securities laws in connection with the offering or sale of the Notes. (bd) The Servicer shall indemnify, defend and hold harmless the Trustee Trustee, Seller and the Indenture Trustee (and their respective Holders or any of the officers, directors, employees and agents) agents of Trustee or Seller from any and against all costs, expenses, losses, claims, damages and liabilities (including reasonable attorneys' fees and expenses) to the extent arising out of or incurred 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 acceptance release of any Receivable File from the custody of such subservicer or performance in connection with the termination of the trusts and duties herein and, in the case servicing activities of the Trustee, in the Trust Agreement contained, and, in the case of the Indenture Trustee, in the Indenture contained, except such subservicer with respect to any Receivable) whether pursuant to the extent that such cost, expense, loss, claim, damage or liability: (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Indenture Trustee as applicable; or (ii) shall arise from the breach by the Trustee terms of any of its representations subservicing agreement or warranties set forth in Section 7.3 of the Trust Agreement. (c) The Servicer shall pay any and all taxes levied or assessed upon all or any part of the Trust Estate. (d) The Servicer shall pay the Indenture Trustee and the Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture or by the Trustee under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)otherwise. (e) The Servicer shallshall indemnify, except as otherwise expressly provided in the Indenture or the Trust Agreement, reimburse either the Indenture Trustee or the defend and hold harmless Trustee, respectivelySeller and the Holders or any of the directors, upon its request for officers, employees and agents of Trustee and Seller from and against any and all reasonable costs, expenses, disbursements losses, damages, claims and advances incurred liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising out of or made in accordance with resulting from the Indenture or the Trust Agreementuse, respectively, (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to the Indenture Trustee’s or the Trustee’s, respectively negligence, bad faith or willful misfeasance. For purposes of this Section, in the event of the termination of the rights and obligations of the Servicer pursuant to Section 8.1ownership, or a resignation operation by the Servicer pursuant to this Agreement, the Servicer shall be deemed to be the Servicer pending appointment or any Affiliate thereof of a Successor Servicer pursuant to Section 8.2any Financed Vehicle. Indemnification under this Section shall survive the resignation or removal of the Trustee or the Indenture Trustee or and the termination of this Agreement, the Trust Agreement and the Indenture and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to 50 this Section and the Person to or on behalf of whom such payments are made thereafter collects shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.