Common use of Liability of Backup Servicer; Indemnities Clause in Contracts

Liability of Backup Servicer; Indemnities. (a) The Backup Servicer shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Backup Servicer and the representations made by the Backup Servicer. Other than as specifically set forth in this Backup Servicing Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no liability for any action taken or omitted by the Servicer. (b) The Backup Servicer shall indemnify, defend and hold harmless the Servicer, the Issuing Entity and their respective officers, trustees, directors, agents and employees 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 Servicer or the Issuing Entity through the Backup Servicer’s breach of this Agreement, the negligence, willful misfeasance or bad faith of the Backup Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Servicer’s breach of this Agreement, 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. (d) The Issuing Entity shall (solely from amounts paid pursuant to Section 5.6(b)(xi) of the Sale and Servicing Agreement) indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Issuing Entity’s breach of this Agreement, the negligence, willful misfeasance or bad faith of the Issuing Entity in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (e) The Backup Servicer may accept and reasonably rely on all accounting and servicing records and other documentation provided to the Backup Servicer by or at the direction of the Servicer, including documents prepared or maintained by any Originator, or Servicer, or any party providing services related to the Receivables (collectively “Third Party”). The Servicer agrees to indemnify (subject to the limitation provided in Section 3.2 below) and hold harmless the Backup Servicer, its respective officers, employees and agents against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Backup Servicer may sustain in any way related to the negligence, willful misfeasance or bad faith of any Third Party with respect to the Receivables. The Backup Servicer shall have no duty, responsibility, obligation or liability (collectively “Liability”) for the acts or omissions of any such Third Party. If any error, inaccuracy or omission (collectively “Error”) exists in any information provided to the Backup Servicer of which it is not aware and such Errors cause or materially contribute to the Backup Servicer making or continuing any Error (collectively “Continuing Errors”), the Backup Servicer shall have no liability for such Continuing Errors; provided, however, that this provision shall not protect the Backup Servicer against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in failing to discover or correct any Error or in the performance of its duties contemplated herein. In the event the Backup Servicer becomes aware of Errors and/or Continuing Errors which, in the opinion of the Backup Servicer, impair its ability to perform its services hereunder, the Backup Servicer shall promptly notify the Servicer and the Indenture Trustee of such Errors and/or Continuing Errors. The Backup Servicer shall discuss such Errors with the Servicer, and the Servicer and the Backup Servicer shall use their reasonable efforts to correct such Errors. If after such discussion such Errors are not promptly corrected, with the prior consent of the Indenture Trustee, the Backup Servicer may undertake to reconstruct any data or records appropriate to correct such Errors and/or Continuing Errors and to prevent future Continuing Errors. The Backup Servicer shall be entitled to recover its costs thereby expended as Backup Servicer Expenses in accordance with the Sale and Servicing Agreement and the Indenture. (f) Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel (including but not limited to counsel who may be employees of the Backup Servicer) and expenses of litigation. If the indemnifying party has made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the indemnifying party, together with any interest earned thereon. (g) The provisions of this Section shall survive the termination of this Agreement.

Liability of Backup Servicer; Indemnities. (a) The Backup Servicer shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Backup Servicer and the representations made by the Backup Servicer. Other than as specifically set forth in this Backup Servicing Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no liability for any action taken or omitted by the Servicer. (b) The Backup Servicer shall indemnify, defend and hold harmless the Servicer, the Issuing Entity Issuer and their respective officers, trustees, directors, agents and employees 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 Servicer or the Issuing Entity Issuer through the Backup Servicer’s breach of this Agreement, the negligence, willful misfeasance or bad faith of the Backup Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Servicer’s breach of this Agreement, 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. (d) The Issuing Entity Issuer shall (solely from amounts paid pursuant to Section 5.6(b)(xi5.6(b)(x) of the Sale and Servicing Agreement) indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Issuing EntityIssuer’s breach of this Agreement, the negligence, willful misfeasance or bad faith of the Issuing Entity Issuer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (e) The Backup Servicer may accept and reasonably rely on all accounting and servicing records and other documentation provided to the Backup Servicer by or at the direction of the Servicer, including documents prepared or maintained by any Originator, or Servicer, or any party providing services related to the Receivables (collectively “Third Party”). The Servicer agrees to indemnify (subject to the limitation provided in Section 3.2 below) and hold harmless the Backup Servicer, its respective officers, employees and agents against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Backup Servicer may sustain in any way related to the negligence, willful misfeasance negligence or bad faith misconduct of any Third Party with respect to the Receivables. The Backup Servicer shall have no duty, responsibility, obligation or liability (collectively “Liability”) for the acts or omissions of any such Third Party. If any error, inaccuracy or omission (collectively “Error”) exists in any information provided to the Backup Servicer of which it is not aware and such Errors cause or materially contribute to the Backup Servicer making or continuing any Error (collectively “Continuing Errors”), the Backup Servicer shall have no liability for such Continuing Errors; provided, however, that this provision shall not protect the Backup Servicer against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in failing to discover discovering or correct correcting any Error or in the performance of its duties contemplated herein. In the event the Backup Servicer becomes aware of Errors and/or Continuing Errors which, in the opinion of the Backup Servicer, impair its ability to perform its services hereunder, the Backup Servicer shall promptly notify the Servicer and the Indenture Trustee of such Errors and/or Continuing Errors. The Backup Servicer shall discuss such Errors with the Servicer, and the Servicer and the Backup Servicer shall use their reasonable efforts to correct such Errors. If after such discussion such Errors are not promptly corrected, with the prior consent of the Indenture Trustee, the Backup Servicer may undertake to reconstruct any data or records appropriate to correct such Errors and/or Continuing Errors and to prevent future Continuing Errors. The Backup Servicer shall be entitled to recover its costs thereby expended as Backup Servicer Expenses in accordance with the Sale and Servicing Agreement and the Indenture. (f) Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel (including but not limited to counsel who may be employees of the Backup Servicer) and expenses of litigation. If the indemnifying party has made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the indemnifying party, together with any interest earned thereon. (g) The provisions of this Section shall survive the termination of this Agreement.

Liability of Backup Servicer; Indemnities. (a) The Backup Servicer shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Backup Servicer and the representations made by the Backup Servicer. Other than as specifically set forth in this Backup Servicing Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no liability for any action taken or omitted by the Servicer. (b) The Backup Servicer shall indemnify, defend and hold harmless the Servicer, the Issuing Entity and their respective officers, trustees, directors, agents and employees 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 Servicer or the Issuing Entity through the Backup Servicer’s breach of this Agreement, the negligence, willful misfeasance or bad faith of the Backup Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Servicer’s breach of this Agreement, 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. (d) The Issuing Entity shall (solely from amounts paid pursuant to Section 5.6(b)(xi) of the Sale and Servicing Agreement) indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Issuing Entity’s breach of this Agreement, the negligence, willful misfeasance or bad faith of the Issuing Entity in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (e) The Backup Servicer may accept and reasonably rely on all accounting and servicing records and other documentation provided to the Backup Servicer by or at the direction of the Servicer, including documents prepared or maintained by any Originator, or Servicer, or any party providing services related to the Receivables (collectively “Third Party”). The Servicer agrees to indemnify (subject to the limitation provided in Section 3.2 below) and hold harmless the Backup Servicer, its respective officers, employees and agents against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Backup Servicer may sustain in any way related to the negligence, willful misfeasance negligence or bad faith misconduct of any Third Party with respect to the Receivables. The Backup Servicer shall have no duty, responsibility, obligation or liability (collectively “Liability”) for the acts or omissions of any such Third Party. If any error, inaccuracy or omission (collectively “Error”) exists in any information provided to the Backup Servicer of which it is not aware and such Errors cause or materially contribute to the Backup Servicer making or continuing any Error (collectively “Continuing Errors”), the Backup Servicer shall have no liability for such Continuing Errors; provided, however, that this provision shall not protect the Backup Servicer against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in failing to discover discovering or correct correcting any Error or in the performance of its duties contemplated herein. In the event the Backup Servicer becomes aware of Errors and/or Continuing Errors which, in the opinion of the Backup Servicer, impair its ability to perform its services hereunder, the Backup Servicer shall promptly notify the Servicer and the Indenture Trustee of such Errors and/or Continuing Errors. The Backup Servicer shall discuss such Errors with the Servicer, and the Servicer and the Backup Servicer shall use their reasonable efforts to correct such Errors. If after such discussion such Errors are not promptly corrected, with the prior consent of the Indenture Trustee, the Backup Servicer may undertake to reconstruct any data or records appropriate to correct such Errors and/or Continuing Errors and to prevent future Continuing Errors. The Backup Servicer shall be entitled to recover its costs thereby expended as Backup Servicer Expenses in accordance with the Sale and Servicing Agreement and the Indenture. (f) Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel (including but not limited to counsel who may be employees of the Backup Servicer) and expenses of litigation. If the indemnifying party has made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the indemnifying party, together with any interest earned thereon. (g) The provisions of this Section shall survive the termination of this Agreement.

Liability of Backup Servicer; Indemnities. (a) The Backup Servicer shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Backup Servicer and the representations and warranties made by the Backup Servicer. Other than as specifically set forth in this Backup Servicing Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no liability for any action taken or omitted by the Servicerhereunder. (b) The Backup Servicer shall indemnify, defend and hold harmless the Servicer, the Issuing Entity other parties hereto and their respective officers, trustees, directors, agents and employees 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 Servicer or the Issuing Entity such party through the Backup Servicer’s 's breach of this AgreementAgreement (other than a breach caused by the negligence, willful misfeasance or bad faith of any other party hereto), the negligencenegligence (excluding errors in judgment), willful misfeasance or bad faith of the Backup Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Servicer’s 's breach of this Agreement, 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 the Servicer's obligations and duties under this Agreement. (d) . The Issuing Entity Insurer shall (solely from amounts paid pursuant to Section 5.6(b)(xi) of the Sale and Servicing Agreement) indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Issuing Entity’s breach of this Agreement, the negligencenegligence (excluding errors in judgment), willful misfeasance or bad faith of the Issuing Entity Insurer or by reason of reckless disregard of the Insurer's obligations and duties as Controlling Party. The Servicer and the Issuer shall (solely, in the case of the Issuer, from amounts paid pursuant to, as applicable, (I) Section 5.06(a), sixth, of the Indenture, (II) Sections 4.03(viii) and 4.03(x) of the Sale and Servicing Agreement, subsequent to the Backup Servicer's appointment as Successor Servicer, and (III) Section 4.04(b) of the Sale and Servicing Agreement, prior to the Backup Servicer's appointment as Successor Servicer) jointly and severally indemnify, defend and hold harmless the Backup Servicer and its officers, directors, employees, representatives and agents, from and against, and reimburse the Backup Servicer for, any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney's and agent's fees and expenses) of whatever kind or nature regardless of their merit, incurred by the Backup Servicer directly or indirectly relating to, or arising from, claims against the Backup Servicer by reason of its participation in the transaction contemplated hereby, including without limitation all reasonable costs associated with claims for damages to persons or property, and reasonable attorneys' and consultants' fees and expenses and court costs except to the extent caused by the Backup Servicer's negligence, willful misfeasance or bad faith in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (ed) The Backup Servicer may accept and reasonably rely on all accounting and servicing records and other documentation provided to the Backup Servicer by or at the direction of the Servicer, including documents prepared or maintained by any Originatororiginator, or Servicerprevious servicer, or any party providing services related to the Receivables Contracts (collectively “Third Party”collectively, "third party"). The Servicer agrees to indemnify (subject to the limitation provided in Section 3.2 subsection (e) below) and hold harmless the Backup Servicer, its respective officers, employees and agents harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Backup Servicer may sustain in any way related to the negligence, negligence or willful misfeasance or bad faith misconduct of any Third Party third party with respect to the ReceivablesContracts. The Backup Servicer shall have no duty, responsibility, obligation or liability (collectively “Liability”collectively, "liability") for the acts or omissions of any such Third Partythird party. If any error, inaccuracy or omission (collectively “Error”collectively, "error") exists in any information provided to the Backup Servicer of which it is not aware and such Errors errors cause or materially contribute to the Backup Servicer making or continuing any Error error (collectively “Continuing Errors”collectively, "continuing errors"), the Backup Servicer shall have no liability for such Continuing Errorscontinuing errors; provided, however, that this provision shall not protect the Backup Servicer against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in failing to discover discovering or correct correcting any Error error or in the performance of its duties contemplated herein. The Backup Servicer shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if such failure or delay in carrying out any of its duties under this Agreement results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or the Insurer, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Contract under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Contract or Financed Vehicle, or (v) the acts or omissions of any successor Backup Servicer. The Servicer and the Issuer shall (solely, in the case of the Issuer, from amounts paid pursuant to, as applicable, (I) Section 5.06(a), sixth, of the Indenture, (II) Sections 4.03(viii) and 4.03(x) of the Sale and Servicing Agreement, subsequent to the Backup Servicer's appointment as Successor Servicer, and (III) Section 4.04(b) of the Sale and Servicing Agreement, prior to the Backup Servicer's appointment as Successor Servicer) jointly and severally indemnify (subject to the limitation provided in subsection (e) below) and hold harmless the Backup Servicer, its respective officers, employees and agents harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Backup Servicer may sustain in any way related to (i) the negligence or misconduct of any third party, other than contractual agents of the Backup Servicer, with respect to the Contracts or Financed Vehicles, and (ii) the performance of the Backup Servicer's duties hereunder and under the Sale and Servicing Agreement other than if the loss, liability or expense was incurred by the Backup Servicer as a result of the Backup Servicer's willful misfeasance, negligence or bad faith. In the event the Backup Servicer becomes aware of Errors errors and/or Continuing Errors continuing errors which, in the opinion of the Backup Servicer, impair its ability to perform its services hereunder, the Backup Servicer shall promptly notify the Servicer and the Indenture Trustee other parties hereto of such Errors errors and/or Continuing Errorscontinuing errors. The Backup Servicer shall discuss such Errors with the Servicer, and the Servicer and the Backup Servicer shall use their reasonable efforts to correct such Errors. If after such discussion such Errors are not promptly corrected, with With the prior consent of the Indenture TrusteeControlling Party, the Backup Servicer may undertake to reconstruct any data or records appropriate to correct such Errors errors and/or Continuing Errors continuing errors and to prevent future Continuing Errorscontinuing errors. The Backup Servicer shall be entitled to recover its costs thereby expended as Backup Servicer Expenses in accordance with the Sale and Servicing Agreement and the Indentureexpended. (fe) Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel (including but not limited to counsel who may be employees of the Backup Servicer) and expenses of litigation. If the indemnifying party has made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the indemnifying party, together with without interest. When the Backup Servicer incurs expenses after the occurrence of a Servicer Default, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any interest earned thereonother applicable federal or state bankruptcy, insolvency or similar law. (gf) The provisions of this Section 3.1 shall survive the termination of this Agreement.

Liability of Backup Servicer; Indemnities. (a) The Backup Servicer shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Backup Servicer and the representations and warranties made by the Backup Servicer. Other than as specifically set forth in this Backup Servicing Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no liability for any action taken or omitted by the Servicerhereunder. (b) The Backup Servicer shall indemnify, defend and hold harmless the Servicer, the Issuing Entity other parties hereto and their respective officers, trustees, directors, agents and employees 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 Servicer or the Issuing Entity such party through the Backup Servicer’s 's breach of this AgreementAgreement (other than a breach caused by the negligence, willful misfeasance or bad faith of any other party hereto), the negligencenegligence (excluding errors in judgment), willful misfeasance or bad faith of the Backup Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its the Backup Servicer's obligations and duties under this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Servicer’s 's breach of this Agreement, 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 the Servicer's obligations and duties under this Agreement. (d) The Issuing Entity . XLCA shall (solely from amounts paid pursuant to Section 5.6(b)(xi) of the Sale and Servicing Agreement) indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Issuing Entity’s XLCA's breach of this the Insurance Agreement, the negligence (excluding errors in judgment), willful misfeasance or bad faith of XLCA or by reason of reckless disregard of XLCA's obligations and duties as Controlling Party. The Servicer shall indemnify, defend and hold harmless the Backup Servicer and its officers, directors, employees, representatives and agents, from and against, and reimburse the Backup Servicer for, any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney's and agent's fees and expenses) of whatever kind or nature regardless of their merit, incurred by the Backup Servicer directly or indirectly relating to, or arising from, claims against the Backup Servicer by reason of its participation in the transaction contemplated hereby, including without limitation all reasonable costs associated with claims for damages to persons or property, and reasonable attorneys' and consultants' fees and expenses and court costs except to the extent caused by the Backup Servicer's negligence, willful misfeasance or bad faith of the Issuing Entity in the performance of its duties under this Agreement or by reason of reckless disregard of its the Backup Servicer's obligations and duties under this Agreement. (ed) The Backup Servicer may accept and reasonably rely on all accounting and servicing records and other documentation provided to the Backup Servicer by or at the direction of the Servicer, including documents prepared or maintained by any Originatororiginator, or Servicerprevious servicer, or any party providing services related to the Receivables Contracts (collectively “Third Party”collectively, "third party"). The Servicer agrees to indemnify (subject to the limitation provided in Section 3.2 subsection (e) below) and hold harmless the Backup Servicer, its respective officers, employees and agents harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Backup Servicer may sustain in any way related to the negligence, negligence or willful misfeasance or bad faith misconduct of any Third Party third party with respect to the ReceivablesContracts. The Backup Servicer shall have no duty, responsibility, obligation or liability (collectively “Liability”collectively, "liability") for the acts or omissions of any such Third Partythird party. If any error, inaccuracy or omission (collectively “Error”collectively, "error") exists in any information provided to the Backup Servicer of which it is not aware and such Errors errors cause or materially contribute to the Backup Servicer making or continuing any Error error (collectively “Continuing Errors”collectively, "continuing errors"), the Backup Servicer shall have no liability for such Continuing Errorscontinuing errors; provided, however, that this provision shall not protect the Backup Servicer against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in failing to discover discovering or correct correcting any Error error or in the performance of its duties contemplated herein. The Backup Servicer shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if such failure or delay in carrying out any of its duties under this Agreement results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or XLCA, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Contract under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Contract or Financed Vehicle, or (v) the acts or omissions of any successor Backup Servicer. The Servicer shall indemnify (subject to the limitation provided in subsection (e) below) and hold harmless the Backup Servicer, its respective officers, employees and agents harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Backup Servicer may sustain in any way related to (i) the negligence or misconduct of any third party, other than contractual agents of the Backup Servicer, with respect to the Contracts or Financed Vehicles, and (ii) the performance of the Backup Servicer's duties hereunder and under the Sale and Servicing Agreement other than if the loss, liability or expense was incurred by the Backup Servicer as a result of the Backup Servicer's willful misfeasance, negligence or bad faith. In the event the Backup Servicer becomes aware of Errors errors and/or Continuing Errors continuing errors which, in the opinion of the Backup Servicer, impair its ability to perform its services hereunder, the Backup Servicer shall promptly notify the Servicer and the Indenture Trustee other parties hereto of such Errors errors and/or Continuing Errorscontinuing errors. The Backup Servicer shall discuss such Errors with the Servicer, and the Servicer and the Backup Servicer shall use their reasonable efforts to correct such Errors. If after such discussion such Errors are not promptly corrected, with With the prior consent of the Indenture TrusteeControlling Party, the Backup Servicer may undertake to reconstruct any data or records appropriate to correct such Errors errors and/or Continuing Errors continuing errors and to prevent future Continuing Errorscontinuing errors. The Backup Servicer shall be entitled to recover its costs thereby expended as Backup Servicer Expenses in accordance with the Sale and Servicing Agreement and the Indentureexpended. (fe) Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel (including but not limited to counsel who may be employees of the Backup Servicer) and expenses of litigation. If the indemnifying party has made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the indemnifying party, together with without interest. When the Backup Servicer incurs expenses after the occurrence of a Servicer Default, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any interest earned thereonother applicable federal or state bankruptcy, insolvency or similar law. (gf) The provisions of this Section 3.1 shall survive the termination of this Agreement.

Liability of Backup Servicer; Indemnities. (a) The Backup Servicer shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Backup Servicer and the representations and warranties made by the Backup Servicer. Other than as specifically set forth in this Backup Servicing Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no liability for any action taken or omitted by the Servicerhereunder. (b) The Backup Servicer shall indemnify, defend and hold harmless the Servicer, the Issuing Entity other parties hereto and their respective officers, trustees, directors, agents and employees 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 Servicer or the Issuing Entity such party through the Backup Servicer’s 's breach of this AgreementAgreement (other than a breach caused by the negligence, willful misfeasance or bad faith of any other party hereto), the negligencenegligence (excluding errors in judgment), willful misfeasance or bad faith of the Backup Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Servicer’s 's breach of this Agreement, 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 the Servicer's obligations and duties under this Agreement. (d) The Issuing Entity . XLCA shall (solely from amounts paid pursuant to Section 5.6(b)(xi) of the Sale and Servicing Agreement) indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Issuing Entity’s XLCA's breach of this the Insurance Agreement, the negligence, willful misfeasance or bad faith of XLCA in the Issuing Entity performance of its duties as Controlling Party (excluding errors in judgment) or by reason of reckless disregard of XLCA's obligations and duties as Controlling Party. The Servicer and the Issuer shall (solely, in the case of the Issuer, from amounts paid pursuant to, as applicable, (I) Section 5.06(a), sixth, of the Indenture, (II) Sections 4.03(viii) and 4.03(x) of the Sale and Servicing Agreement and (III) prior to the Backup Servicer's appointment as Successor Servicer, Section 4.04(b) of the Sale and Servicing Agreement) jointly and severally indemnify, defend and hold harmless the Backup Servicer and its officers, directors, employees, representatives and agents, from and against, and reimburse the Backup Servicer for, any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney's and agent's fees and expenses) of whatever kind or nature regardless of their merit, incurred by the Backup Servicer directly or indirectly relating to, or arising from, claims against the Backup Servicer by reason of its participation in the transaction contemplated hereby, including without limitation all reasonable costs associated with claims for damages to persons or property, and reasonable attorneys' and consultants' fees and expenses and court costs except to the extent caused by the Backup Servicer's negligence, willful misfeasance or bad faith in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (ed) The Backup Servicer may accept and reasonably rely on all accounting and servicing records and other documentation provided to the Backup Servicer by or at the direction of the Servicer, including documents prepared or maintained by any Originatororiginator, or Servicerprevious servicer, or any party providing services related to the Receivables Contracts (collectively “Third Party”collectively, "third party"). The Servicer agrees to indemnify (subject to the limitation provided in Section 3.2 subsection (e) below) and hold harmless the Backup Servicer, its respective officers, employees and agents harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Backup Servicer may sustain in any way related to the negligence, negligence or willful misfeasance or bad faith misconduct of any Third Party third party with respect to the ReceivablesContracts. The Backup Servicer shall have no duty, responsibility, obligation or liability (collectively “Liability”collectively, "liability") for the acts or omissions of any such Third Partythird party. If any error, inaccuracy or omission (collectively “Error”collectively, "error") exists in any information provided to the Backup Servicer of which it is not aware and such Errors errors cause or materially contribute to the Backup Servicer making or continuing any Error error (collectively “Continuing Errors”collectively, "continuing errors"), the Backup Servicer shall have no liability for such Continuing Errorscontinuing errors; provided, however, that this provision shall not protect the Backup Servicer against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in failing to discover discovering or correct correcting any Error error or in the performance of its duties contemplated herein. In the event the Backup Servicer becomes aware of Errors and/or Continuing Errors which, in the opinion of the Backup Servicer, impair its ability to perform its services hereunder, the Backup Servicer shall promptly notify the Servicer and the Indenture Trustee of such Errors and/or Continuing Errors. The Backup Servicer shall discuss such Errors with the Servicer, and the Servicer and the Backup Servicer shall use their reasonable efforts to correct such Errors. If after such discussion such Errors are not promptly corrected, with the prior consent of the Indenture Trustee, the Backup Servicer may undertake to reconstruct any data or records appropriate to correct such Errors and/or Continuing Errors and to prevent future Continuing Errors. The Backup Servicer shall be entitled to recover its costs thereby expended as Backup Servicer Expenses in accordance with the Sale and Servicing Agreement and the Indenture. (f) Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel (including but not limited to counsel who may be employees of the Backup Servicer) and expenses of litigation. If the indemnifying party has made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the indemnifying party, together with any interest earned thereon. (g) The provisions of this Section shall survive the termination of this Agreement.

Liability of Backup Servicer; Indemnities. (a) The Backup Servicer shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Backup Servicer and the representations and warranties made by the Backup Servicer. Other than as specifically set forth in this Backup Servicing Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no liability for any action taken or omitted by the Servicerhereunder. (b) The Backup Servicer shall indemnify, defend and hold harmless the Servicer, the Issuing Entity other parties hereto and their respective officers, trustees, directors, agents and employees 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 Servicer or the Issuing Entity such party through the Backup Servicer’s 's breach of this AgreementAgreement (other than a breach caused by the negligence, willful misfeasance or bad faith of any other party hereto), the negligencenegligence (excluding errors in judgment), willful misfeasance or bad faith of the Backup Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Servicer’s 's breach of this Agreement, 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 the Servicer's obligations and duties under this Agreement. (d) The Issuing Entity . XLCA shall (solely from amounts paid pursuant to Section 5.6(b)(xi) of the Sale and Servicing Agreement) indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Issuing Entity’s XLCA's breach of this the Insurance Agreement, the negligence, willful misfeasance or bad faith of XLCA in the Issuing Entity performance of its duties as Controlling Party (excluding errors in judgment) or by reason of reckless disregard of XLCA's obligations and duties as Controlling Party. The Servicer and the Issuer shall (solely, in the case of the Issuer, from amounts paid pursuant to, as applicable, (I) Section 5.06(a), sixth, of the Indenture, (II) Sections 4.03(x) and 4.03(xii) of the Sale and Servicing Agreement and (III) prior to the Backup Servicer's appointment as Successor Servicer, Section 4.04(b) of the Sale and Servicing Agreement) jointly and severally indemnify, defend and hold harmless the Backup Servicer and its officers, directors, employees, representatives and agents, from and against, and reimburse the Backup Servicer for, any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney's and agent's fees and expenses) of whatever kind or nature regardless of their merit, incurred by the Backup Servicer directly or indirectly relating to, or arising from, claims against the Backup Servicer by reason of its participation in the transaction contemplated hereby, including without limitation all reasonable costs associated with claims for damages to persons or property, and reasonable attorneys' and consultants' fees and expenses and court costs except to the extent caused by the Backup Servicer's negligence, willful misfeasance or bad faith in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (ed) The Backup Servicer may accept and reasonably rely on all accounting and servicing records and other documentation provided to the Backup Servicer by or at the direction of the Servicer, including documents prepared or maintained by any Originatororiginator, or Servicerprevious servicer, or any party providing services related to the Receivables Contracts (collectively “Third Party”collectively, "third party"). The Servicer agrees to indemnify (subject to the limitation provided in Section 3.2 subsection (e) below) and hold harmless the Backup Servicer, its respective officers, employees and agents harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Backup Servicer may sustain in any way related to the negligence, negligence or willful misfeasance or bad faith misconduct of any Third Party third party with respect to the ReceivablesContracts. The Backup Servicer shall have no duty, responsibility, obligation or liability (collectively “Liability”collectively, "liability") for the acts or omissions of any such Third Partythird party. If any error, inaccuracy or omission (collectively “Error”collectively, "error") exists in any information provided to the Backup Servicer of which it is not aware and such Errors errors cause or materially contribute to the Backup Servicer making or continuing any Error error (collectively “Continuing Errors”collectively, "continuing errors"), the Backup Servicer shall have no liability for such Continuing Errorscontinuing errors; provided, however, that this provision shall not protect the Backup Servicer against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in failing to discover discovering or correct correcting any Error error or in the performance of its duties contemplated herein. The Backup Servicer shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if such failure or delay in carrying out any of its duties under this Agreement results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or XLCA, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Contract under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Contract or Financed Vehicle, or (v) the acts or omissions of any successor Backup Servicer. The Servicer and the Issuer shall (solely, in the case of the Issuer, from amounts paid pursuant to, as applicable, (I) Section 5.06(a), sixth, of the Indenture, (II) Sections 4.03(x) and 4.03(xii) of the Sale and Servicing Agreement and (III) prior to the Backup Servicer's appointment as Successor Servicer, Section 4.04(b) of the Sale and Servicing Agreement) jointly and severally indemnify (subject to the limitation provided in subsection (e) below) and hold harmless the Backup Servicer, its respective officers, employees and agents harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Backup Servicer may sustain in any way related to (i) the negligence or misconduct of any third party, other than contractual agents of the Backup Servicer, with respect to the Contracts or Financed Vehicles, and (ii) the performance of the Backup Servicer's duties hereunder and under the Sale and Servicing Agreement other than if the loss, liability or expense was incurred by the Backup Servicer as a result of the Backup Servicer's willful misfeasance, negligence or bad faith. In the event the Backup Servicer becomes aware of Errors errors and/or Continuing Errors continuing errors which, in the opinion of the Backup Servicer, impair its ability to perform its services hereunder, the Backup Servicer shall promptly notify the Servicer and the Indenture Trustee other parties hereto of such Errors errors and/or Continuing Errorscontinuing errors. The Backup Servicer shall discuss such Errors with the Servicer, and the Servicer and the Backup Servicer shall use their reasonable efforts to correct such Errors. If after such discussion such Errors are not promptly corrected, with With the prior consent of the Indenture TrusteeControlling Party, the Backup Servicer may undertake to reconstruct any data or records appropriate to correct such Errors errors and/or Continuing Errors continuing errors and to prevent future Continuing Errorscontinuing errors. The Backup Servicer shall be entitled to recover its costs thereby expended as Backup Servicer Expenses in accordance with the Sale and Servicing Agreement and the Indentureexpended. (fe) Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel (including but not limited to counsel who may be employees of the Backup Servicer) and expenses of litigation. If the indemnifying party has made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the indemnifying party, together with without interest. When the Backup Servicer incurs expenses after the occurrence of a Servicer Default, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any interest earned thereonother applicable federal or state bankruptcy, insolvency or similar law. (gf) The provisions of this Section 3.1 shall survive the termination of this Agreement.

Liability of Backup Servicer; Indemnities. (a) The Backup Servicer shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Backup Servicer and the representations and warranties made by the Backup Servicer. Other than as specifically set forth in this Backup Servicing Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no liability for any action taken or omitted by the Servicerhereunder. (b) The Backup Servicer shall indemnify, defend and hold harmless the Servicer, the Issuing Entity other parties hereto and their respective officers, trustees, directors, agents and employees 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 Servicer or the Issuing Entity such party through the Backup Servicer’s 's breach of this AgreementAgreement (other than a breach caused by the negligence, willful misfeasance or bad faith of any other party hereto), the negligencenegligence (excluding errors in judgment), willful misfeasance or bad faith of the Backup Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its the Backup Servicer's obligations and duties under this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Servicer’s 's 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 the Servicer's obligations and duties under this Agreement. (d) The Issuing Entity . MBIA shall (solely from amounts paid pursuant to Section 5.6(b)(xi) of the Sale and Servicing Agreement) indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer Servicer, through the Issuing Entity’s breach negligence(excluding errors in judgment), willful misfeasance or bad faith of this AgreementMBIA or by reason of reckless disregard of MBIA's obligations and duties as Controlling Party. The Servicer shall indemnify, defend and hold harmless the Backup Servicer and its officers, directors, employees, representatives and agents, from and against, and reimburse the Backup Servicer for, any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney's and agent's fees and expenses) of whatever kind or nature regardless of their merit, incurred by the Backup Servicer directly or indirectly relating to, or arising from, claims against the Backup Servicer by reason of its participation in the transaction contemplated hereby, including without limitation all reasonable costs associated with claims for damages to persons or property, and reasonable attorneys' and consultants' fees and expenses and court costs except to the extent caused by the Backup Servicer's negligence, willful misfeasance or bad faith of the Issuing Entity in the performance of its duties under this Agreement or by reason of reckless disregard of its the Backup Servicer's obligations and duties under this Agreement. (ed) The Backup Servicer may accept and reasonably rely on all accounting and servicing records and other documentation provided to the Backup Servicer by or at the direction of the Servicer, including documents prepared or maintained by any Originatororiginator, or Servicerprevious servicer, or any party providing services related to the Receivables Contracts (collectively “Third Party”collectively, "third party"). The Servicer agrees to indemnify (subject to the limitation provided in Section 3.2 subsection (e) below) and hold harmless the Backup Servicer, its respective officers, employees and agents harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Backup Servicer may sustain in any way related to the negligence, negligence or willful misfeasance or bad faith misconduct of any Third Party third party with respect to the ReceivablesContracts. The Backup Servicer shall have no duty, responsibility, obligation or liability (collectively “Liability”collectively, "liability") for the acts or omissions of any such Third Partythird party. If any error, inaccuracy or omission (collectively “Error”collectively, "error") exists in any information provided to the Backup Servicer of which it is not aware and such Errors errors cause or materially contribute to the Backup Servicer making or continuing any Error error (collectively “Continuing Errors”collectively, "continuing errors"), the Backup Servicer shall have no liability for such Continuing Errorscontinuing errors; provided, however, that this provision shall not protect the Backup Servicer against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in failing to discover discovering or correct correcting any Error error or in the performance of its duties contemplated herein. In the event the Backup Servicer becomes aware of Errors and/or Continuing Errors which, in the opinion of the Backup Servicer, impair its ability to perform its services hereunder, the Backup Servicer shall promptly notify the Servicer and the Indenture Trustee of such Errors and/or Continuing Errors. The Backup Servicer shall discuss such Errors with the Servicer, and the Servicer and the Backup Servicer shall use their reasonable efforts to correct such Errors. If after such discussion such Errors are not promptly corrected, with the prior consent of the Indenture Trustee, the Backup Servicer may undertake to reconstruct any data or records appropriate to correct such Errors and/or Continuing Errors and to prevent future Continuing Errors. The Backup Servicer shall be entitled to recover its costs thereby expended as Backup Servicer Expenses in accordance with the Sale and Servicing Agreement and the Indenture. (f) Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel (including but not limited to counsel who may be employees of the Backup Servicer) and expenses of litigation. If the indemnifying party has made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the indemnifying party, together with any interest earned thereon. (g) The provisions of this Section shall survive the termination of this Agreement.

Liability of Backup Servicer; Indemnities. (a) The Backup Servicer shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Backup Servicer and the representations and warranties made by the Backup Servicer. Other than as specifically set forth in this Backup Servicing Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no liability for any action taken or omitted by the Servicerhereunder. (b) The Backup Servicer shall indemnify, defend and hold harmless the Servicer, the Issuing Entity other parties hereto and their respective officers, trustees, directors, agents and employees 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 Servicer or the Issuing Entity such party through the Backup Servicer’s 's breach of this AgreementAgreement (other than a breach caused by the negligence, willful misfeasance or bad faith of any other party hereto), the negligencenegligence (excluding errors in judgment), willful misfeasance or bad faith of the Backup Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Servicer’s 's breach of this Agreement, 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 the Servicer's obligations and duties under this Agreement. (d) The Issuing Entity . XLCA shall (solely from amounts paid pursuant to Section 5.6(b)(xi) of the Sale and Servicing Agreement) indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Issuing Entity’s XLCA's breach of this the Insurance Agreement, the negligence, willful misfeasance or bad faith of XLCA in the Issuing Entity performance of its duties as Controlling Party (excluding errors in judgment) or by reason of reckless disregard of XLCA's obligations and duties as Controlling Party. The Servicer and the Issuer shall (solely, in the case of the Issuer, from amounts paid pursuant to Sections 4.03(viii) and (x) of the Sale and Servicing Agreement and 5.06(a), sixth, of the Indenture, as applicable) jointly and severally indemnify, defend and hold harmless the Backup Servicer and its officers, directors, employees, representatives and agents, from and against, and reimburse the Backup Servicer for, any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney's and agent's fees and expenses) of whatever kind or nature regardless of their merit, incurred by the Backup Servicer directly or indirectly relating to, or arising from, claims against the Backup Servicer by reason of its participation in the transaction contemplated hereby, including without limitation all reasonable costs associated with claims for damages to persons or property, and reasonable attorneys' and consultants' fees and expenses and court costs except to the extent caused by the Backup Servicer's negligence, willful misfeasance or bad faith in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (ed) The Backup Servicer may accept and reasonably rely on all accounting and servicing records and other documentation provided to the Backup Servicer by or at the direction of the Servicer, including documents prepared or maintained by any Originatororiginator, or Servicerprevious servicer, or any party providing services related to the Receivables Contracts (collectively “Third Party”collectively, "third party"). The Servicer agrees to indemnify (subject to the limitation provided in Section 3.2 subsection (e) below) and hold harmless the Backup Servicer, its respective officers, employees and agents harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Backup Servicer may sustain in any way related to the negligence, negligence or willful misfeasance or bad faith misconduct of any Third Party third party with respect to the ReceivablesContracts. The Backup Servicer shall have no duty, responsibility, obligation or liability (collectively “Liability”collectively, "liability") for the acts or omissions of any such Third Partythird party. If any error, inaccuracy or omission (collectively “Error”collectively, "error") exists in any information provided to the Backup Servicer of which it is not aware and such Errors errors cause or materially contribute to the Backup Servicer making or continuing any Error error (collectively “Continuing Errors”collectively, "continuing errors"), the Backup Servicer shall have no liability for such Continuing Errorscontinuing errors; provided, however, that this provision shall not protect the Backup Servicer against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in failing to discover discovering or correct correcting any Error error or in the performance of its duties contemplated herein. The Backup Servicer shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if such failure or delay in carrying out any of its duties under this Agreement results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or contractual agents) or the failure of any such other Person to prepare or provide such information. The Backup Servicer shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than its contractual agents), including the Servicer or XLCA, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Contract under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Contract or Financed Vehicle, or (v) the acts or omissions of any successor Backup Servicer. The Servicer and the Issuer shall (solely, in the case of the Issuer, from amounts paid pursuant to Sections 4.03(viii) and (x) of the Sale and Servicing Agreement and 5.06(a), sixth, of the Indenture, as applicable) jointly and severally indemnify (subject to the limitation provided in subsection (e) below) and hold harmless the Backup Servicer, its respective officers, employees and agents harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Backup Servicer may sustain in any way related to (i) the negligence or misconduct of any third party, other than contractual agents of the Backup Servicer, with respect to the Contracts or Financed Vehicles, and (ii) the performance of the Backup Servicer's duties hereunder and under the Sale and Servicing Agreement other than if the loss, liability or expense was incurred by the Backup Servicer as a result of the Backup Servicer's willful misfeasance, negligence or bad faith. In the event the Backup Servicer becomes aware of Errors errors and/or Continuing Errors continuing errors which, in the opinion of the Backup Servicer, impair its ability to perform its services hereunder, the Backup Servicer shall promptly notify the Servicer and the Indenture Trustee other parties hereto of such Errors errors and/or Continuing Errorscontinuing errors. The Backup Servicer shall discuss such Errors with the Servicer, and the Servicer and the Backup Servicer shall use their reasonable efforts to correct such Errors. If after such discussion such Errors are not promptly corrected, with With the prior consent of the Indenture TrusteeControlling Party, the Backup Servicer may undertake to reconstruct any data or records appropriate to correct such Errors errors and/or Continuing Errors continuing errors and to prevent future Continuing Errorscontinuing errors. The Backup Servicer shall be entitled to recover its costs thereby expended as Backup Servicer Expenses in accordance with the Sale and Servicing Agreement and the Indentureexpended. (fe) Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel (including but not limited to counsel who may be employees of the Backup Servicer) and expenses of litigation. If the indemnifying party has made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the indemnifying party, together with without interest. When the Backup Servicer incurs expenses after the occurrence of a Servicer Default, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any interest earned thereonother applicable federal or state bankruptcy, insolvency or similar law. (gf) The provisions of this Section 3.1 shall survive the termination of this Agreement.

Liability of Backup Servicer; Indemnities. (a) The Backup Servicer shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Backup Servicer and the representations made by the Backup Servicer. Other than as specifically set forth in this Backup Servicing Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no liability for any action taken or omitted by the Servicer. (b) The Backup Servicer shall indemnify, defend and hold harmless the Servicer, the Issuing Entity and their respective officers, trustees, directors, agents and employees 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 Servicer or the Issuing Entity through the Backup Servicer’s breach of this Agreement, the negligence, willful misfeasance or bad faith of the Backup Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Servicer’s breach of this Agreement, 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. (d) The Issuing Entity shall (solely from amounts paid pursuant to Section 5.6(b)(xi5.6(b)(x) of the Sale and Servicing Agreement) indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Issuing Entity’s breach of this Agreement, the negligence, willful misfeasance or bad faith of the Issuing Entity in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (e) The Backup Servicer may accept and reasonably rely on all accounting and servicing records and other documentation provided to the Backup Servicer by or at the direction of the Servicer, including documents prepared or maintained by any Originator, or Servicer, or any party providing services related to the Receivables (collectively “Third Party”). The Servicer agrees to indemnify (subject to the limitation provided in Section 3.2 below) and hold harmless the Backup Servicer, its respective officers, employees and agents against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Backup Servicer may sustain in any way related to the negligence, willful misfeasance negligence or bad faith misconduct of any Third Party with respect to the Receivables. The Backup Servicer shall have no duty, responsibility, obligation or liability (collectively “Liability”) for the acts or omissions of any such Third Party. If any error, inaccuracy or omission (collectively “Error”) exists in any information provided to the Backup Servicer of which it is not aware and such Errors cause or materially contribute to the Backup Servicer making or continuing any Error (collectively “Continuing Errors”), the Backup Servicer shall have no liability for such Continuing Errors; provided, however, that this provision shall not protect the Backup Servicer against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in failing to discover discovering or correct correcting any Error or in the performance of its duties contemplated herein. In the event the Backup Servicer becomes aware of Errors and/or Continuing Errors which, in the opinion of the Backup Servicer, impair its ability to perform its services hereunder, the Backup Servicer shall promptly notify the Servicer and the Indenture Trustee of such Errors and/or Continuing Errors. The Backup Servicer shall discuss such Errors with the Servicer, and the Servicer and the Backup Servicer shall use their reasonable efforts to correct such Errors. If after such discussion such Errors are not promptly corrected, with the prior consent of the Indenture Trustee, the Backup Servicer may undertake to reconstruct any data or records appropriate to correct such Errors and/or Continuing Errors and to prevent future Continuing Errors. The Backup Servicer shall be entitled to recover its costs thereby expended as Backup Servicer Expenses in accordance with the Sale and Servicing Agreement and the Indenture. (f) Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel (including but not limited to counsel who may be employees of the Backup Servicer) and expenses of litigation. If the indemnifying party has made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the indemnifying party, together with any interest earned thereon. (g) The provisions of this Section shall survive the termination of this Agreement.

Liability of Backup Servicer; Indemnities. (a) The Backup Servicer shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Backup Servicer and the representations made by the Backup Servicer. Other than as specifically set forth in this Backup Servicing Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no liability for any action taken or omitted by the Servicer. (b) The Backup Servicer shall indemnify, defend and hold harmless the Servicer, the Issuing Entity Issuer and their respective officers, trustees, directors, agents and employees 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 Servicer or the Issuing Entity Issuer through the Backup Servicer’s breach of this Agreement, the negligence, willful misfeasance or bad faith of the Backup Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Servicer’s breach of this Agreement, 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. (d) The Issuing Entity Issuer shall (solely from amounts paid pursuant to Section 5.6(b)(xi) of the Sale and Servicing AgreementAvailable Funds (as defined below)) indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Issuing EntityIssuer’s breach of this Agreement, the negligence, willful misfeasance or bad faith of the Issuing Entity Issuer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. For purposes of the foregoing, “Available Funds” means (i) if the Existing Indenture Supplements have been amended as provided in Schedule II hereto, funds available for distribution pursuant to Section 3.01(h) and/or Section 3.05(f) of the Series 2003-1 Indenture Supplement and/or the Series 2003-2 Indenture Supplement, and/or pursuant Section 3.01(i) and/or Section 3.05(e) of the Series 0000-0 Xxxxxxxxx Supplement, (ii) prior to the effectiveness of any such amendment referred to in clause (i), funds that would otherwise be available for distribution to the Transferor as Shared Excess Available Interest Amounts or Shared Excess Available Principal Amounts pursuant to each of the Existing Indenture Supplements and (iii) with respect to all Future Indenture Supplements, funds available for distribution pursuant to comparable sections to those in clause (i). The Transferor irrevocably consents to the application of funds contemplated by clause (ii) of the preceding sentence. (e) The Backup Servicer may accept and reasonably rely on all accounting and servicing records and other documentation provided to the Backup Servicer by or at the direction of the Servicer, including documents prepared or maintained by any Originator, or Servicer, or any party providing services related to the Receivables (collectively “Third Party”). The Servicer agrees to indemnify (subject to the limitation provided in Section 3.2 below) and hold harmless the Backup Servicer, its respective officers, employees and agents against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Backup Servicer may sustain in any way related to the negligence, willful misfeasance negligence or bad faith misconduct of any Third Party with respect to the Receivables. The Backup Servicer shall have no duty, responsibility, obligation or liability (collectively “Liability”) for the acts or omissions of any such Third Party. If any error, inaccuracy or omission (collectively “Error”) exists in any information provided to the Backup Servicer of which it is not aware and such Errors cause or materially contribute to the Backup Servicer making or continuing any Error (collectively “Continuing Errors”), the Backup Servicer shall have no liability for such Continuing Errors; provided, however, that this provision shall not protect the Backup Servicer against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in failing to discover discovering or correct correcting any Error or in the performance of its duties contemplated herein. In the event the Backup Servicer becomes aware of Errors and/or Continuing Errors which, in the opinion of the Backup Servicer, impair its ability to perform its services hereunder, the Backup Servicer shall promptly notify the Servicer and the Indenture Trustee of such Errors and/or Continuing Errors. The Backup Servicer shall discuss such Errors with the Servicer, and the Servicer and the Backup Servicer shall use their reasonable efforts to correct such Errors. If after such discussion such Errors are not promptly corrected, with the prior consent of the Indenture Trustee, the Backup Servicer may undertake to reconstruct any data or records appropriate to correct such Errors and/or Continuing Errors and to prevent future Continuing Errors. The Backup Servicer shall be entitled to recover its costs thereby expended as Backup Servicer Fees and Expenses in accordance with the Sale and Servicing Agreement Master Indenture and the IndentureIndenture Supplements. (f) Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel (including but not limited to counsel who may be employees of the Backup Servicer) and expenses of litigation. If the indemnifying party has made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the indemnifying party. When the Backup Servicer incurs expenses after the occurrence of a Servicer Default, together with the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any interest earned thereonother applicable federal or state bankruptcy, insolvency or similar law. (g) The provisions of this Section shall survive the termination of this Agreement.

Liability of Backup Servicer; Indemnities. (a) The Backup Servicer shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Backup Servicer and the representations and warranties made by the Backup Servicer. Other than as specifically set forth in this Backup Servicing Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no liability for any action taken or omitted by the Servicerhereunder. (b) The Backup Servicer shall indemnify, defend and hold harmless the Servicer, the Issuing Entity other parties hereto and their respective officers, trustees, directors, agents and employees 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 Servicer or the Issuing Entity such party through the Backup Servicer’s 's breach of this AgreementAgreement (other than a breach caused by the negligence, willful misfeasance or bad faith of any other party hereto), the negligencenegligence (excluding errors in judgment), willful misfeasance or bad faith of the Backup Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Servicer’s 's breach of this Agreement, 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 the Servicer's obligations and duties under this Agreement. (d) The Issuing Entity . MBIA shall (solely from amounts paid pursuant to Section 5.6(b)(xi) of the Sale and Servicing Agreement) indemnify, defend and hold harmless the Backup Servicer and its respective officers, directors, agents and employees 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 Backup Servicer through the Issuing Entity’s breach negligence (excluding errors in judgment), willful misfeasance or bad faith of this MBIA or by reason of reckless disregard of MBIA's obligations and duties as Controlling Party. The Servicer and the Issuer shall (solely, in the case of the Issuer, from amounts paid pursuant to, as applicable, (I) Section 5.06(a), sixth, of the Indenture, (II) Sections 4.03(viii) and 4.03(x) of the Sale and Servicing Agreement, subsequent to the Backup Servicer's appointment as Successor Servicer, and (III) Section 4.04(b) of the Sale and Servicing Agreement, prior to the Backup Servicer's appointment as Successor Servicer) jointly and severally indemnify, defend and hold harmless the Backup Servicer and its officers, directors, employees, representatives and agents, from and against, and reimburse the Backup Servicer for, any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney's and agent's fees and expenses) of whatever kind or nature regardless of their merit, incurred by the Backup Servicer directly or indirectly relating to, or arising from, claims against the Backup Servicer by reason of its participation in the transaction contemplated hereby, including without limitation all reasonable costs associated with claims for damages to persons or property, and reasonable attorneys' and consultants' fees and expenses and court costs except to the extent caused by the Backup Servicer's negligence, willful misfeasance or bad faith of the Issuing Entity in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. (ed) The Backup Servicer may accept and reasonably rely on all accounting and servicing records and other documentation provided to the Backup Servicer by or at the direction of the Servicer, including documents prepared or maintained by any Originatororiginator, or Servicerprevious servicer, or any party providing services related to the Receivables Contracts (collectively “Third Party”collectively, "third party"). The Servicer agrees to indemnify (subject to the limitation provided in Section 3.2 subsection (e) below) and hold harmless the Backup Servicer, its respective officers, employees and agents harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Backup Servicer may sustain in any way related to the negligence, negligence or willful misfeasance or bad faith misconduct of any Third Party third party with respect to the ReceivablesContracts. The Backup Servicer shall have no duty, responsibility, obligation or liability (collectively “Liability”collectively, "liability") for the acts or omissions of any such Third Partythird party. If any error, inaccuracy or omission (collectively “Error”collectively, "error") exists in any information provided to the Backup Servicer of which it is not aware and such Errors errors cause or materially contribute to the Backup Servicer making or continuing any Error error (collectively “Continuing Errors”collectively, "continuing errors"), the Backup Servicer shall have no liability for such Continuing Errorscontinuing errors; provided, however, that this provision shall not protect the Backup Servicer against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in failing to discover discovering or correct correcting any Error error or in the performance of its duties contemplated herein. In the event the Backup Servicer becomes aware of Errors and/or Continuing Errors which, in the opinion of the Backup Servicer, impair its ability to perform its services hereunder, the Backup Servicer shall promptly notify the Servicer and the Indenture Trustee of such Errors and/or Continuing Errors. The Backup Servicer shall discuss such Errors with the Servicer, and the Servicer and the Backup Servicer shall use their reasonable efforts to correct such Errors. If after such discussion such Errors are not promptly corrected, with the prior consent of the Indenture Trustee, the Backup Servicer may undertake to reconstruct any data or records appropriate to correct such Errors and/or Continuing Errors and to prevent future Continuing Errors. The Backup Servicer shall be entitled to recover its costs thereby expended as Backup Servicer Expenses in accordance with the Sale and Servicing Agreement and the Indenture. (f) Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel (including but not limited to counsel who may be employees of the Backup Servicer) and expenses of litigation. If the indemnifying party has made any indemnity payments pursuant to this Article and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the indemnifying party, together with any interest earned thereon. (g) The provisions of this Section shall survive the termination of this Agreement.